James Ziegler
GERONAbout James Ziegler
Executive Vice President, Chief Commercial Officer at Geron (GERN) since September 9, 2024, responsible for sales, marketing, commercial operations, market access, and business analytics. In 2024 he led a reorganization to optimize the U.S. launch of RYTELO®, onboarding experienced leaders across sales/marketing and commercial operations . Company performance relevant to his role: net product sales were $47.5m in Q4 2024 and $76.5m since launch in late June 2024; cumulative TSR value of a $100 investment rose to $222.64 by year-end 2024 (company metric used in pay-versus-performance) .
Past Roles
No prior roles/biography for Mr. Ziegler are disclosed in the 2025 DEF 14A beyond his current appointment and responsibilities .
External Roles
No external board or other roles for Mr. Ziegler are disclosed in the 2025 DEF 14A .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 525,000 (annualized; employment began 9/9/2024) | 45% | 88,300 | Pro-rated bonus; see bonus formula below |
Perquisites and benefits (2024):
- All Other Compensation: $1,044 comprised of $444 insurance premiums and $600 work-from-home reimbursement .
- 401(k) match policy: 50% of annual contributions up to $10,000 (paid Feb 2025; Mr. Ziegler did not receive match in 2024 per table) .
Performance Compensation
Annual Incentive (2024)
| Component | Weighting | Factor Achieved | Contribution to Payout |
|---|---|---|---|
| Corporate Goals | 50% | 125% | 0.45 × 0.50 × 1.25 = 28.125% of salary |
| Individual Performance | 30% | 125% | 0.45 × 0.30 × 1.25 = 16.875% of salary |
| Corporate Values | 20% | 100% | 0.45 × 0.20 × 1.00 = 9.0% of salary |
| Total Payout | — | — | 54.0% of salary (pro-rated) |
Selected 2024 individual achievements cited by company:
- Led key commercial functions (sales, marketing, commercial ops, market access, analytics) and reorganized the commercial team to optimize RYTELO’s U.S. launch .
Equity Awards
| Grant Date | Award Type | Shares | Strike ($/sh) | Expiration | Vesting |
|---|---|---|---|---|---|
| 09/09/2024 | Time-based stock options | 1,600,000 | 4.41 | 09/08/2034 | 12.5% (200,000 sh) on 6-month anniversary (03/09/2025), remaining 1,400,000 sh in 42 equal monthly installments thereafter (monthly) |
2025 change to annual equity mix for currently-serving NEOs (including CCO): 75% options / 25% RSUs (RSUs equal to one-half the amount that would be granted in options) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 100,000 shares held directly |
| Ownership % of Outstanding | <1% (denoted “*” in table; 636,904,470 shares outstanding as of 3/1/2025) |
| Options (Exercisable vs Unexercisable, 12/31/2024) | Exercisable: 0; Unexercisable: 1,600,000 |
| In-the-money status (as of 12/31/2024) | No intrinsic value on acceleration under CIC at $3.54 market vs $4.41 strike (zero shown in potential payments table) |
| Hedging/Pledging | Company policy prohibits hedging and pledging; executives must use 10b5-1 trading plans with preclearance and blackout compliance |
| Ownership Guidelines | Company has not adopted formal stock ownership or holding guidelines for executives (emphasis on options; long-term alignment via equity) |
Implication: Near-term insider selling pressure is limited by out-of-the-money options (as of 12/31/2024), prohibition on hedging/pledging, and required 10b5-1 trading plans .
Employment Terms
| Scenario | Cash Severance | Bonus | COBRA | Equity Treatment |
|---|---|---|---|---|
| Covered Termination (no CIC) | 12 months’ base salary (policy terms); example modeled at 12/31/2024: $761,250 | Pro-rated target bonus; included in modeled severance | Up to 12 months; example modeled: $24,706 | Vested portion exercisable up to earlier of 2 years post-termination or original expiry; unvested per plan terms |
| CIC + Termination (Double Trigger) | 15 months’ base salary; example modeled: $892,500 | Pro-rated target bonus at target % | Up to 15 months; example modeled: $30,883 | Under equity plans, unvested options accelerate to fully exercisable immediately prior to consummation of CIC; intrinsic value can be zero if out-of-the-money |
Key definitions and provisions:
- Double trigger definition and good reason (material change) standards; cure periods and timing .
- At-will employment; restrictive covenants (non-compete/non-solicit per applicable law) .
- Clawbacks: Nasdaq-compliant incentive compensation recoupment policy (restatements); employment agreements require forfeiture of bonus for misconduct impacting bonus or cause .
- No tax gross-ups in severance plans or individual agreements .
- No defined benefit pensions; non-qualified deferrals not used; 401(k) defined contribution with match policy (company-wide) .
Compensation Structure Analysis
- New-hire grant (time-based options) with 6-month cliff then monthly vesting aligns retention to multi-year commercialization milestones .
- 2025 shift to include RSUs (25% of annual grant value) reduces dilution and increases retention certainty versus all-options structure; options remain 75% to preserve performance leverage .
- Company prohibits option repricing without shareholder approval and reports it has not repriced underwater options; governance safeguards around grants and plan administration .
Performance & Track Record
| Metric | 2024 |
|---|---|
| Net Product Revenue ($000s) | 76,495 (since launch in late June) |
| Q4 2024 Net Product Sales ($mm) | 47.5 |
| Cumulative TSR (Value of $100 investment) | $222.64 (end-2024) |
| Net Income (Loss) ($000s) | (174,572) |
Context: 2024 marks FDA approval and U.S. launch of RYTELO, driving initial commercialization metrics; net losses reflect early commercial-stage investment scaling .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on NEO compensation approved with ~96.1% support, indicating broad shareholder alignment with program design and outcomes .
Equity Ownership & Alignment (Detailed)
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | None adopted for executives; committee references peer data and emphasizes long-term equity alignment |
| Insider Trading Controls | Mandatory 10b5-1 plans, blackout periods, preclearance; prohibits short sales, derivatives, hedging/monetization, margin, and pledging |
| Overhang/Burn-rate Context | Company-managed equity program; no option repricing; mix moved to include RSUs to manage dilution (company-wide) |
Investment Implications
- Alignment: Pay-for-performance structure leverages annual bonus tied to commercialization and individual execution; long-duration option vesting and RSU adoption in 2025 align incentives toward sustained revenue scale-up and stock performance .
- Retention vs. selling pressure: Ziegler’s 1.6m new-hire options vest over 4 years, were out-of-the-money at 12/31/2024, and company policies bar hedging/pledging—limiting near-term sell pressure and supporting retention during the critical launch phase .
- Change-of-control economics: Double-trigger severance (15 months base + pro-rated target bonus + 15 months COBRA) and full acceleration of unvested equity under the plans create event-aligned protections without tax gross-ups; acceleration value depends on option moneyness at the event .
- Governance quality: High say-on-pay support, independent compensation committee with external consultant (Aon), clawback policy, anti-repricing, and robust insider trading controls reduce governance risk and signal disciplined compensation oversight .
Data sources: Geron 2025 DEF 14A and March 11, 2025 Form 8-K (see citations above).