Marc Banjak
iBioAbout Marc Banjak
Marc Banjak, 48, is iBio’s Chief Legal Officer (CLO) since August 2024, after serving as General Counsel and Corporate Secretary starting February 21, 2022 . He holds a JD from the University of Denver School of Law and a BA in Psychology from Franklin & Marshall College; he is admitted to the Colorado state bar . Company pay-versus-performance disclosure shows negative net income of $(18.38)M in FY2025 and cumulative TSR value of 0.58 for that period, framing the backdrop for incentive alignment and retention considerations . His compensation is primarily salary, annual cash bonus tied to formulaic corporate goals, and time-based stock options with multi-year vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Istari Oncology (privately held) | First General Counsel | Apr–Sep 2021 | Built legal and compliance functions as inaugural GC |
| Dova Pharmaceuticals (public at the time) | General Counsel; led legal & compliance | Oct 2017–Apr 2021 | Advised the company through its acquisition by Swedish Orphan Biovitrum AB (Sobi) |
| PRA Health Sciences; B. Braun Medical; PPD | Attorney (various legal roles) | Not disclosed | Legal roles across CRO and medtech companies (dates not disclosed) |
| U.S. Air Force | Active-duty officer in legal roles | Not disclosed | Military legal experience (dates not disclosed) |
External Roles
- No current public-company directorships or board committee roles disclosed for Banjak .
Fixed Compensation
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
| Base salary (policy level) ($) | $348,477 | $369,386 | $400,000 |
| Salary paid (SCT) ($) | Not disclosed for Banjak | $366,932 | Not applicable (future) |
| Target bonus (% of base) | 40% | 40% | 40% |
Notes:
- FY2025 base salary increased upon promotion to CLO in August 2024 .
- FY2026 compensation levels were set in an amended & restated employment agreement dated September 3, 2025 .
Performance Compensation
FY2025 Annual Cash Incentive
| Component | Weighting | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| Business development | 40% | Not disclosed (confidential) | Company certified 60% of target overall | Payout capped at 150% of target; actual payout at 60% of target |
| Execute development plan | 40% | Not disclosed (confidential) | Company certified 60% of target overall | See above |
| Financial stability | 20% | Not disclosed (confidential) | Company certified 60% of target overall | See above |
| Bonus paid (FY2025) | — | 40% of base (design) | $88,130 | Based on 60% of target |
Positive pay practices include primarily at-risk compensation, measurable goals, independent consultant support (Aon), and clawback policy; company prohibits hedging/pledging and option repricing without shareholder approval .
Equity Awards (grants and vesting)
| Grant date | Type | Shares/options | Exercise price | Vesting schedule | Expiration |
|---|---|---|---|---|---|
| 2/21/2022 | Stock options | 20,000 (post reverse split; shows as 650 ex/150 unexercisable at 6/30/25 due to splits) | $170.00 | 25% at 1-year, then 6.25% quarterly | 2/21/2032 |
| 8/29/2022 | Stock options | 600 (412 ex/188 unex at 6/30/25) | $140.00 | 25% at 1-year, then quarterly | 8/29/2032 |
| 8/23/2023 | Stock options | 3,000 (1,312 ex/1,688 unex at 6/30/25) | $7.00 | 25% at 1-year, then quarterly | 8/23/2033 |
| 4/25/2024 | Stock options | 29,000 (7,250 ex/21,750 unex at 6/30/25) | $2.00 | 25% at 1-year, then quarterly | 4/25/2034 |
| 5/9/2024 | Stock options | 55,000 (18,334 ex/36,666 unex at 6/30/25) | $1.88 | Quarterly over 3 years | 5/9/2034 |
| 2/21/2025 | Stock options | 71,000 (all unexercisable at 6/30/25) | $3.48 | 25% at 1-year (2/21/2026), remainder quarterly over 36 months | 2/21/2035 |
Grant-date fair value of FY2025 option award to Banjak: $245,983 (ASC 718) . All FY2025 annual-cycle awards were time-based stock options; no PSUs disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 52,365 shares (<1% of outstanding) |
| Shares outstanding (record date) | 20,254,599 |
| Breakdown | 11,066 shares held directly + 41,299 shares underlying options vested or vesting within 60 days as of Oct 3, 2025 |
| Group ownership (all execs & directors) | 558,665 shares (2.75%) |
| Hedging/pledging | Prohibited by Insider Trading Policy; also bans short sales, margin purchases, and trading in puts/calls |
| Clawback | Executive compensation recoupment policy for accounting restatements (no misconduct required) |
| Option repricing | Prohibited without shareholder approval |
No stock ownership guideline multiples disclosed; no pledging reported for Banjak beyond policy prohibition .
Employment Terms
| Term | Pre-A&R agreement | Amended & Restated (effective July 1, 2025) |
|---|---|---|
| Position | General Counsel (from 2/21/2022); CLO from Aug 2024 | CLO |
| Base salary | $325,000 initially (GC); $369,386 as CLO in FY2025 | $400,000 |
| Target bonus | 40% of base salary | 40% of base salary |
| Severance (non-COC) | If terminated without Cause, 9 months base salary + pro rata bonus + 9 months COBRA (release required) | Same: 9 months base salary + pro rata bonus + 9 months COBRA (release required) |
| Change-of-control (double-trigger) | If terminated within 12 months post-COC, 12 months base salary + target bonus + immediate vesting of unvested time-based equity + 12 months COBRA | If terminated one month prior to or within 12 months post Sale Event, 12 months base salary + target bonus + vesting of unvested time-based equity + 12 months COBRA |
| IP & restrictive covenants | Assignment of inventions; non-compete, non-solicitation, non-disparagement | Assignment of inventions; non-solicitation, non-interference, non-disparagement |
Officer Severance Benefit Plan (adopted May 9, 2024) coordinates benefits for designated officers (including Banjak) and offsets duplicative payments; provides 9 months base (non-sale event) or 12 months (sale event) severance, COBRA, and—if sale event related—full acceleration of time-based and performance-based equity awards; bonus treatment at 100% target for sale event or pro-rated for non-sale event .
Investment Implications
- Pay-for-performance alignment: Compensation mix emphasizes at-risk components—formulaic annual bonus tied to business development, development execution, and financial stability, plus multi-year, time-based options. FY2025 bonus paid at 60% of target ($88,130) and options vest over 3–4 years, encouraging retention and long-term value creation . Clawback policy and prohibition on hedging/pledging further align incentives with shareholders .
- Vesting calendar and potential supply dynamics: A large FY2025 grant (71,000 options at $3.48) begins vesting 25% on 2/21/2026, with remaining quarterly vesting over 36 months. Earlier grants from 2024 and 2023 continue to vest quarterly. Monitor Form 4 filings around vest dates and trading window openings for potential insider selling pressure; company policy restricts short-term trading and derivatives, but routine sales for tax/liquidity can occur post-vesting .
- Retention and change-of-control: Severance protections (9 months non-COC; 12 months COC, with accelerated vesting in sale events) are moderate for a CLO and reduce transition risk, but acceleration on sale events can pull forward equity vesting; the Officer Severance Benefit Plan prevents double-dipping .
- Governance and shareholder sentiment: Say-on-pay support was ~91% at the 2024 meeting, indicating investor acceptance of the program’s structure for the executive team; director/committee independence, clawbacks, and no option repricing without shareholder approval mitigate red flags .
- Performance context: FY2025 net loss of $(18.38)M and reported TSR value of 0.58 underscore execution and financing challenges typical of early-stage biotech, making the heavy option component a rational lever to conserve cash while incentivizing long-term milestones .
Related-party/pledging risks: No pledging is allowed per policy; no specific related-party transactions disclosed involving Banjak. A January 2025 private placement involved officers/directors generally, but only MagicRoad (affiliated with director António Parada) exceeded the $120,000 disclosure threshold .
Data Appendix (Compensation Summary FY2025)
| Component | Amount ($) |
|---|---|
| Salary | $366,932 |
| Option awards (grant-date FV) | $245,983 |
| Annual cash incentive (paid) | $88,130 |
| All other compensation | $11,858 (401k and benefits) |
| Total | $712,903 |
Beneficial Ownership (as of Oct 3, 2025)
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Marc Banjak | 52,365 | <1% | 11,066 direct + 41,299 options exercisable/vesting within 60 days |
| Shares outstanding | 20,254,599 | — | Record date basis |
Bonus Design FY2025
| NEO | Target (% of base) | Payout multiplier | Bonus paid ($) |
|---|---|---|---|
| Banjak (CLO) | 40% | 60% of target | $88,130 |
Key Policies
- Prohibitions: Hedging/pledging; short sales; buying/selling puts/calls; margin purchases .
- Clawback: Restatement-triggered recoupment for past 3 fiscal years; no misconduct required .
- Repricing: Stock plan prohibits option repricing without shareholder approval .
Notes on Peer Benchmarking
The Compensation Committee engaged Aon in August 2024 and approved a 21-company biotech peer set in October 2025 emphasizing AI-enabled, preclinical/Phase I–II companies with market caps below $100M and small headcount; iBio’s market cap was at the 4th percentile of the peer set and headcount at the 24th percentile at the time . This informs the balance of cash conservation and equity-heavy incentives.
Investment Implications
- Equity-heavy, time-based options suggest alignment to long-term pipeline milestones; near-term vesting dates warrant monitoring for incremental supply. The absence of hedging/pledging and presence of clawbacks are governance positives .
- Severance and COC terms are standard-to-moderate for a CLO; acceleration in sale events may create event-driven option value and liquidity windows, but the Officer Severance Benefit Plan harmonizes payouts to avoid duplication .
- Shareholder support for pay (91% in 2024) and independent committee oversight reduce pay-related overhang; key risk remains operational execution and financing typical of development-stage biotech, reflected in FY2025 net loss and TSR metrics .