Eric Groen

About Eric Groen

Eric Groen, J.D. (age 54), is General Counsel, Corporate Secretary, Chief Compliance Officer and Head of Business Development at Genelux, having joined in July 2025. He previously served as General Counsel at Rani Therapeutics (2021–2025) and spent ~20 years at Amgen in senior legal roles spanning business development, operations/manufacturing, clinical trials, and regional commercial counsel across Canada, Latin America, Middle East, and Africa; earlier roles include corporate counsel at HealthNet and associate at TroyGould. He holds a B.A. (Political Science) from UC Santa Barbara and a J.D. from Harvard Law School . Company-level performance metrics tied to his pay (e.g., TSR, revenue/EBITDA growth) are not disclosed for him; he was appointed after the FY2024 NEO period, and specific 2025 targets/metrics were not included in the latest proxy .

Past Roles

External Roles

Fixed Compensation

• No Eric Groen-specific base salary, target bonus %, or actual bonus paid was disclosed in the FY2025 proxy (covers FY2024 compensation for NEOs); Groen joined in July 2025 and is not listed among 2024 NEOs .
• Company framework: executives receive base salary and annual discretionary equity awards (options/RSUs) approved by the Board/Comp Committee; annual cash bonus targets are set at the Board’s discretion based on corporate/individual objectives (no Groen-specific targets disclosed) .

Performance Compensation

• Design: Genelux uses equity-based incentives (primarily options and RSUs) to align management with shareholders; awards may be granted for new hires and to incentivize performance against corporate goals, with Board discretion on timing/size .
• Vesting schedules (plan standard terms referenced in awards):
  • Options: 25% at 1-year anniversary, then monthly vesting over 36 months, subject to continued service .
  • RSUs: 25% at 1-year anniversary, then 8.33% on each of the next 12 “Quarterly Vesting Dates” (Mar 1, Jun 1, Sep 1, Dec 1), subject to continued service .
• Change-in-control (CIC) treatment:
  • 2022 Plan and 2023 Inducement Plan: no automatic acceleration upon CIC; acceleration may be provided in individual award agreements .
  • Certain outstanding option/RSU awards for NEOs include double-trigger acceleration if terminated without cause or for good reason within 3 months before or 18 months after a CIC (footnote terms); Groen-specific award terms not disclosed .
• Cash bonus metrics/weighting/payouts for Groen: not disclosed. Company language indicates Board-set objectives but does not specify metric weights or payouts for Groen .

Equity Ownership & Alignment

Employment Terms

• Appointment/offer letter: No 8-K or proxy disclosure detailing Groen’s offer letter (base salary, target bonus, equity grant size, severance, or CIC terms) appears in the reviewed filings. His appointment and background are disclosed in the 2025 proxy officer bios .
• Indemnification: Company maintains indemnification for executive officers via charter/bylaws and individual indemnification agreements .
• Company-level plan terms that may indirectly affect Groen’s awards: 2022 and 2023 inducement plans allow for Board discretion on CIC treatment; awards do not automatically accelerate absent award-specific terms .
• Non-compete/non-solicit/garden leave: Not disclosed for Groen in the reviewed filings.

Compensation Structure Analysis

• Shift/mix: Company emphasizes equity (options and RSUs) and discretionary cash bonuses; no Groen-specific changes vs prior year disclosed due to his mid-2025 start after the FY2024 NEO period .
• Repricing/modifications: Board executed a broad-based employee option repricing to $3.33 on Sept 1, 2025 to enhance retention and conserve cash, with Comp Committee and independent consultant input; Groen not listed among repriced holders (potentially because he was a recent hire or his awards were not eligible) .
• Ownership alignment: Strong policy alignment via anti-hedging/anti-pledging rules and a Dodd-Frank clawback .
• Performance metrics: Discretionary; no explicit metric weights/goals disclosed for Groen’s 2025 bonus/equity .

Risk Indicators & Red Flags

• Option repricing (optics): The 9/1/2025 repricing indicates willingness to modify underwater options; while positioned as retention-focused and cash-preserving, such actions can draw shareholder scrutiny. Groen was not named in the repricing list .
• Related parties: Company reports no related party transactions since Jan 1, 2023, other than approved compensation arrangements .
• Hedging/pledging: Prohibited by policy, reducing alignment risk .
• Clawback: Dodd-Frank and SOX 304 recoupment framework in place .
• Say-on-pay: No say-on-pay results were included in the cited 2025 Annual Meeting 8-K (which disclosed director elections and auditor ratification) .

Performance & Track Record

• Tenure context: Groen’s appointment in July 2025 provides limited observable company TSR/operational impact within the reporting window of reviewed filings; no Groen-specific performance scorecards disclosed .
• Prior impact signals: Deep BD/transactions leadership at Amgen and Rani Therapeutics suggests deal execution and partnering expertise relevant to Genelux’s development/commercial trajectory .

Compensation Committee & Governance Notes

• Independent consultant used for 2025 option repricing; Board/Comp Committee led decision-making .
• Insider Trading Policy and Code of Conduct in place; governance materials accessible on investor website .

Investment Implications

• Alignment and retention: As a new GC/Head of BD, Groen likely receives equity-heavy compensation with standard 4-year vesting that fosters retention; anti-hedging/pledging and clawback policies support alignment. Absence of disclosed offer letter terms limits visibility into his cash/equity mix and severance economics until the next proxy or a future 8-K .
• Execution upside: His Amgen and Rani background in BD, clinical/operational legal leadership, and international commercial support is additive for partnering, licensing, and late-stage execution—key levers for value realization in a clinical-stage biotech .
• Governance watch items: The broad employee option repricing underscores management’s focus on retention and cash preservation but may be viewed negatively by some investors; Groen was not listed among repriced award holders. Monitor future disclosures for Groen’s initial grant sizes, performance conditions, and any CIC/double-trigger terms that could create overhang or misaligned incentives .
• Near-term catalysts for better clarity: Next proxy statement should disclose Groen’s base salary, bonus target/metrics, and initial equity grants; also monitor 8-Ks for any compensatory arrangements post-appointment .