Scott A. Samuels - Executive Vice President, Chief Legal Officer and Secretary | GERON (GERN) Executive Profile & Compensation

About Scott A. Samuels

Executive Vice President, Chief Legal Officer and Secretary of Geron (GERN) since August 1, 2023, responsible for legal, compliance, corporate governance and insider trading oversight . Previously Senior Vice President and General Counsel at BeiGene; assistant/acting General Counsel at ARIAD; and 17 years in Mintz’s corporate and life sciences practices; education includes a B.A. from Cornell and J.D. from George Mason University School of Law . Company performance during his tenure included FDA approval of RYTELO in June 2024, EU marketing authorization in March 2025, and net product sales of $76.5M since launch in 2024, while 2023 pay-versus-performance showed TSR of $132.70 on a $100 base and net loss of $184.1M, providing context for pay-for-performance alignment .

Past Roles

Organization	Role	Years	Strategic Impact
BeiGene, Ltd.	Senior Vice President, General Counsel	May 2017 – Jul 2022	Built global legal/compliance team; oversaw US/EU/China launches; led strategic deals (Amgen, Novartis, Celgene/BMS) .
ARIAD Pharmaceuticals, Inc.	Assistant/Acting General Counsel	Pre-2017 (dates not specified)	Managed SEC compliance, governance, licensing/distribution agreements; supported sale to Takeda .
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.	Corporate & Life Sciences Attorney	~17 years	Advised life sciences corporates on transactions and governance .
Prilenia Therapeutics, Inc.	Chief Legal Officer & Chief Compliance Officer	Mar 2023 – May 2023	Established legal/compliance frameworks in a clinical biopharma setting .

External Roles

None disclosed in company filings .

Fixed Compensation

Year	Base Salary ($)	Target Bonus (% of Salary)	Bonus ($)	All Other Compensation ($)
2023	218,750	45%	151,838 (incl. $150,000 sign-on)	11,567

Notes:

2023 bonus includes $150,000 sign-on bonus subject to 1-year repayment if voluntary departure; $1,838 discretionary bonus .
Executive benefits include medical/dental/vision/life, wellness stipend, remote work stipend, and 401(k) match; no defined benefit pensions .

Performance Compensation

Component	Metric/Terms	Grant/Period	Target	Actual/Payout	Vesting
Annual Performance Bonus	Corporate/individual/governance values (program design – weighting disclosed for 2024; consistent with prior years)	2023	45% of salary	$103,162 non‑equity incentive paid	Paid in Q1 following year per plan .
Time-based Stock Options	Equity alignment via time-based vesting	08/01/2023	N/A	Grant date fair value $3,123,360	6‑month cliff then monthly over 42 months; 4‑year full vest .
Performance-based Stock Options	FDA approval of first imetelstat NDA for vesting	08/01/2023	FDA approval	FDA approved RYTELO 06/06/2024; similar awards for other NEOs vested; Samuels’ grant terms tie vesting to approval	Per grant: vests upon FDA approval; exercisable per option agreement .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership	260,417 shares (options exercisable within 60 days of Mar 1, 2024), less than 1% of outstanding shares .
Outstanding grants	1,350,000 time‑based options; 250,000 performance‑based options, strike $3.210, expiring 07/31/2033 .
Vested vs. unvested	260,417 exercisable within 60 days of Mar 1, 2024; remaining unvested per schedules above .
Pledging/hedging	Prohibited; all directors/executives must pre‑clear trades and adopt 10b5‑1 trading plans; regular blackout periods apply .
Ownership guidelines	No formal stock ownership guidelines; NEOs generally retain substantial portions of grants .

Employment Terms

Provision	Terms
Start date/role	August 1, 2023; EVP, Chief Legal Officer & Secretary .
Employment agreement	Base $525,000; target bonus 45%; $150,000 sign‑on (repayable if voluntary departure <1 year); 1,350,000 time‑based options; 250,000 performance‑based options; “greater of” severance vs Amended Severance Plan .
Severance (employment agreement)	Upon covered termination: lump sum 12 months base salary; pro‑rated target annual bonus; up to 12 months COBRA; vested equity exercisable up to earlier of 2 years or original expiry .
Change‑of‑control (Amended Severance Plan)	Double trigger cash: 15 months base salary; pro‑rated target bonus; up to 15 months COBRA; cure/notice requirements for resignations due to material changes .
Equity acceleration (2018 Plan/Inducement Plan)	Single trigger equity: all outstanding stock awards fully vest/forfeiture restrictions lapse immediately prior to consummation of a Change in Control .
Clawbacks	Nasdaq‑compliant clawback for incentive comp tied to financial reporting; employment agreements include bonus forfeiture for misconduct; SOX 304 reimbursement applies to CEO/CFO (policy coverage noted) .
Non‑compete/at‑will	Executive agreements include restrictive covenants; all executives employed “at will” .

Investment Implications

Pay-for-performance alignment: Significant equity-based, at-risk compensation and performance-conditioned options tied to FDA approval support alignment; 2024 corporate achievements (U.S. FDA approval, EU authorization, $76.5M net product sales) underpin payout justification frameworks .
Retention and dilution dynamics: Large new-hire equity grants and single-trigger equity acceleration at change-in-control can increase dilution and create event-driven acceleration risk; however, the company moved to include RSUs in 2025 to reduce dilution and enhance retention value (75% options/25% RSUs for executives) .
Governance risk mitigants: Strict insider trading controls (mandatory 10b5-1 plans, preclearance, blackout), prohibition of hedging/pledging, and clawback policies reduce misalignment and trading-related risks; no option repricing without shareholder approval .
Severance economics: Double-trigger cash severance provides standard market protection; single-trigger equity acceleration may incentivize deal closure but can be shareholder-sensitive; overall severance multiples for executives (15 months) are moderate vs biotech norms .