Timothy Trost
About Timothy Trost
Timothy W. Trost, 67, has served as Werewolf Therapeutics’ Chief Financial Officer and Treasurer since February 2021. He is a CPA with a B.S. in Accounting from the University of Illinois at Urbana‑Champaign, and previously held CFO roles at Asklepios BioPharmaceutical (AskBio; through its sale to Bayer in Dec 2020) and Chimerix, with earlier finance leadership roles at Argos Therapeutics, InteCardia, and Coastal Physician Group, and public accounting experience at PwC. His compensation is primarily equity-based (stock options) with a company-wide anti-hedging/anti-pledging policy and a Nasdaq-compliant clawback, indicating alignment with long‑term performance and governance best practices .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Asklepios Biopharmaceutical (AskBio) | Chief Financial Officer | May 2020 – Dec 2020 | Finance leadership through company sale to Bayer AG (Dec 2020) |
| Chimerix, Inc. | SVP & CFO; Corporate Secretary (from Feb 2012) | Mar 2011 – May 2019 | Public biotech finance leadership, corporate secretary duties |
| Argos Therapeutics, Inc. | Vice President & Chief Financial Officer | Not disclosed | Venture-backed immunotherapy finance and ops leadership |
| InteCardia, Inc. | Senior Vice President & Chief Financial Officer | Not disclosed | Venture-backed cardiac imaging company acquired by Syncor |
| Coastal Physician Group, Inc. | Executive Vice President & Chief Financial Officer; earlier VP Corporate Development | Not disclosed | Finance leadership at ER physician services platform |
| PricewaterhouseCoopers LLP | Senior Manager (Research Triangle practice) | Not disclosed | Audit and advisory experience; foundational credentials |
External Roles
No external public company directorships or committee roles for Mr. Trost were disclosed in the latest proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 447,000 | 465,998 |
| Target Bonus (% of salary) | 40% (per employment agreement) | 40% |
| Actual Bonus Paid ($) | 203,832 | 199,820 |
| All Other Compensation ($) | 12,157 (life insurance $918, LTD tax gross-up $1,589, 401(k) match $9,650) | 12,857 (life insurance $918, LTD tax gross-up $1,589, 401(k) match $10,350) |
| Total Compensation ($) | 815,585 | 1,216,560 |
Notes:
- 2024 base salary levels were set in January 2024 ($465,998 for Mr. Trost) .
- Pearl Meyer served as the independent compensation consultant to benchmark and advise on pay programs .
Performance Compensation
Annual Cash Incentive
| Year | Metric Framework | Target (% Salary) | Actual Payout ($) | Rationale/Notes |
|---|---|---|---|---|
| 2024 | Company goals and individual objectives; committee discretion | 40% | 199,820 | Bonus based on achievement of company goals and individual performance |
| 2023 | Company goals and individual objectives; committee discretion | 40% | 203,832 | Bonus based on achievement of company goals and individual performance |
- The proxy does not disclose specific metric weightings or threshold/target/maximum levels for the annual bonus; payouts are determined by the compensation committee based on achievement of company and individual goals .
Equity Awards Granted (Time‑based Stock Options)
| Grant Date | Instrument | Shares Granted | Exercise Price ($) | Vesting Schedule | Fair Value Reporting |
|---|---|---|---|---|---|
| Jan 2, 2024 | Nonqualified Stock Options | 150,000 | 4.64 (award reflected among 2024 outstanding grants) | Equal monthly installments over 4 years from Feb 1, 2024 to Jan 1, 2028 | 2024 Option Awards aggregate fair value for Trost: $537,885 (ASC 718) |
| Jan 3, 2023 | Nonqualified Stock Options | 102,800 | 2.05 (2023 outstanding award line) | Equal monthly installments over 4 years from Feb 1, 2023 to Jan 1, 2027 | 2023 Option Awards aggregate fair value for Trost: $152,596 (ASC 718) |
Equity program design notes:
- Executive equity is primarily time‑based stock options; the company has not granted RSUs to executive officers under the 2021 Plan to date .
- Options are granted at fair market value on the grant date; annual grants typically approved in December and become effective the first business day of the following year .
Outstanding Options (as of Dec 31, 2024)
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Feb 8, 2021 grant | 237,486 | 10,326 | 5.98 | 2/11/2031 | 25% at 1st anniversary; remainder monthly thereafter |
| Apr 30, 2021 grant | 50,193 | 4,563 | 16.00 | 4/29/2031 | Monthly over 4 years after 4/30/2021 |
| Jan 1, 2022 grant | 48,095 | 17,865 | 11.55 | 1/5/2032 | Monthly over 4 years after 1/1/2022 |
| Jan 1, 2023 grant | 49,258 | 53,542 | 2.05 | 12/31/2032 | Monthly over 4 years after 1/1/2023 |
| Jan 1, 2024 grant | 34,375 | 115,625 | 4.64 | 12/31/2033 | Monthly over 4 years after 1/1/2024 |
| Total (12/31/2024) | 419,407 | 201,921 | — | — | — |
Equity Ownership & Alignment
| Ownership Measure | Value | As of |
|---|---|---|
| Beneficial Ownership (shares) | 489,766 (all options exercisable within 60 days) | Apr 14, 2025 |
| % of Shares Outstanding | 1.1% | Apr 14, 2025 |
| Shares Outstanding | 44,873,646 | Apr 14, 2025 |
| Vested Options (exercisable) | 419,407 | Dec 31, 2024 |
| Unvested Options (unexercisable) | 201,921 | Dec 31, 2024 |
| RSUs/PSUs Outstanding | None disclosed for executive officers under 2021 Plan | — |
Alignment, policies, and potential selling pressure:
- No formal stock ownership guidelines for executive officers (reduces forced holding requirements) .
- Anti‑hedging and anti‑pledging: policy prohibits short sales, options, hedging instruments, margin accounts or pledges by employees and directors, including NEOs (mitigates misalignment risk) .
- Rule 10b5‑1 plans permitted (potential for scheduled selling once shares vest) .
Employment Terms
| Term | Core Provision for Timothy Trost |
|---|---|
| Employment Agreement Effective | April 29, 2021 |
| At‑Will Employment | Yes |
| Initial Base/Target Bonus | Base: $385,000; Target bonus: 40% |
| Severance (No CIC; termination without cause/for good reason) | 9 months base salary paid on regular payroll; 6 months additional vesting for time‑based equity; COBRA premiums for months corresponding to salary paid; subject to release |
| Severance (Within 12 months following CIC; termination without cause/for good reason) | 12 months base salary paid in a lump sum; full target bonus for year of termination paid in lump sum; full acceleration of time‑based equity; COBRA premiums for 12 months; subject to release |
| Equity Acceleration | As above; time‑based awards receive partial (6 months) acceleration outside CIC; full acceleration within 12 months post‑CIC (double‑trigger) |
| Restrictive Covenants | Standard non‑competition, non‑solicitation, confidentiality, and IP assignment agreements |
| Clawback | Nasdaq‑compliant policy: 3‑year lookback for restatements; applies to metrics, stock price, and TSR‑based compensation (reasonable estimate for stock price/TSR) |
Compensation Structure Analysis
- Mix and trend: Equity-heavy pay (stock options) with time-based vesting; no RSUs to date for executives, which increases pay‑for‑performance sensitivity to stock price vs RSUs .
- Bonus structure: Target bonus at 40% of salary; payouts determined by achievement of company and individual goals (no disclosed metric weightings) .
- Timing/policy safeguards: Options granted at FMV; grant timing avoids earnings windows; no spring‑loading/timing games disclosed .
- Shareholder‑unfriendly elements: Limited but includes small tax gross‑ups for long‑term disability insurance ($1,589) within “All Other Compensation” .
- Governance: Anti‑hedging/pledging policy and clawback strengthen alignment and risk controls .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited under company policy (mitigates risk) .
- Option repricing/RSU shifts: Not disclosed; company states no timing of grants around MNPI and grants at FMV .
- Related party transactions: Subject to audit committee approval under written policy; no Trost‑specific related party transactions disclosed .
- Say‑on‑pay results: Not disclosed in the cited materials.
Investment Implications
- Alignment: Trost’s compensation is heavily levered to long‑term equity value via options, with robust anti‑hedging/anti‑pledging and a Nasdaq‑compliant clawback—strong governance alignment. However, absence of executive ownership guidelines reduces enforced “skin‑in‑the‑game” holding requirements .
- Retention vs selling pressure: Significant unvested option overhang (201,921 unexercisable as of 12/31/24) creates steady monthly vesting through 2028; Rule 10b5‑1 plans may facilitate orderly sales, implying potential ongoing insider supply as awards vest .
- Change‑of‑control economics: Double‑trigger cash severance (12 months salary + target bonus) and full time‑based equity acceleration within 12 months post‑CIC are market‑standard and unlikely to be a shareholder overhang; outside CIC, severance at 9 months salary and 6 months vesting is moderate .
- Execution credibility: Long CFO track record across public and private biotech, including a strategic sale at AskBio, supports financing and capital allocation acumen in a development‑stage biotech context .