Martin Brenner
iBioAbout Martin Brenner
Dr. Martin B. Brenner, 55, is iBio’s Chief Executive Officer and Chief Scientific Officer; he served as Interim CEO starting January 20, 2023 and was appointed permanent CEO on June 22, 2023. He joined iBio as CSO on January 18, 2021 and was appointed to the Board as a Class II director effective June 1, 2024; he is not independent and serves on no board committees. Dr. Brenner holds a Ph.D. in Pharmacology (University of Hannover) and a DVM (Ludwig-Maximilians-University, Munich). In FY2025, “compensation actually paid” (Item 402(v)) to the CEO was $621,717, cumulative TSR was 0.58, and net income was a loss of $18.38 million; in FY2024 CAP was $1,179,292 with TSR of 1.60 and net loss of $24.91 million .
Board service, independence, and dual-role implications
- Director since June 2024 (Class II; term to 2028); committees: none; CEO and Chairman roles are separated (Chair: William D. Clark), and independent directors meet in executive session at least quarterly. Board determined Brenner is not independent; all committee members are independent under Nasdaq standards. Board/committee meeting attendance ≥75% for all directors in FY2025, mitigating governance concerns from Brenner’s dual executive/director role through structure and oversight .
Pay vs. Performance (Disclosure)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| CEO Compensation Actually Paid ($) | $629,453 | $1,179,292 | $621,717 |
| Cumulative TSR ($100 base) | 1.62 | 0.28 | 0.58 |
| Net Income ($ Millions) | (65.01) | (24.91) | (18.38) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pfenex Inc. | SVP, Chief Scientific Officer | Mar 2019–Oct 2020 | CSO through acquisition by Ligand Pharmaceuticals (asset transition) |
| Recursion Pharmaceuticals (public) | Chief Scientific Officer | 2017–2018 | Built discovery platform leadership in AI-enabled drug discovery |
| Stoke Therapeutics | VP & Head of Research and Early Development | 2016–2017 | Led early development strategy in genetic medicines |
| Merck Research Laboratories | Executive Director, Diabetes & NASH; Chair, Early Discovery Unit | 2013–2016 | Directed metabolic portfolio early discovery |
| AstraZeneca | Senior Director, Head of Bioscience, CVMD | 2012–2013 | Led CVMD bioscience programs |
| Pfizer | Associate Research Fellow, Diabetes Prevention & Remission | 2009–2012 | Advanced diabetes research initiatives |
| Eli Lilly | Senior Research Scientist, Diabetes Drug Hunting Team | 2003–2009 | Contributed to diabetes pipeline discovery |
External Roles
- No current public-company directorships disclosed in iBio’s proxy biography for Brenner; background outlines prior operating roles rather than board seats .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | $522,365 | $539,366 (SCT actual); base set at $522,365 in July 2024; year-end base noted at $538,036 |
| Target bonus (% of base) | Not disclosed (CEO) | 50% (effective FY2025) |
Notes: FY2025 base salary comparison table shows $538,036 at fiscal year-end; SCT reflects salary paid of $539,366 .
Performance Compensation
Annual cash incentive plan (FY2025)
| Metric category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Business development | 40% | Not disclosed | Achieved framework | 60% of target overall plan | Cash (FY-end) |
| Execute development plan | 40% | Not disclosed | Achieved framework | 60% of target overall plan | Cash (FY-end) |
| Financial stability | 20% | Not disclosed | Achieved framework | 60% of target overall plan | Cash (FY-end) |
| CEO bonus amount | — | 50% target of base | 60% payout | $161,411 | Cash |
- Performance targets/strategic measures are confidential; plan payouts certified at 60% of target for FY2025 .
Long-term equity incentives (structure and grants)
| Grant date | Instrument | Shares/options | Exercise price | Vesting schedule | Notes |
|---|---|---|---|---|---|
| Feb 21, 2025 | Stock options | 230,700 | $3.48 | 25% at 1-year; remainder in equal quarterly installments over 36 months | Annual cycle grant; time-based |
| May 9, 2024 | Stock options | 36,825 ex./110,475 unex. | $1.88 | 25% at 1-year; quarterly thereafter | Time-based |
| May 9, 2024 | Stock options | 36,667 ex./73,333 unex. | $1.88 | Quarterly over 3 years | Time-based |
| Aug 23, 2023 | Stock options | 2,624 ex./3,375 unex. | $7.00 | 25% at 1-year; quarterly thereafter | Time-based |
| Aug 29, 2022 | Stock options | 962 ex./438 unex. | $140.00 | 25% at 1-year; quarterly thereafter | Time-based |
| Aug 23, 2021 | Stock options | 1,312 ex./88 unex. | $630.00 | 25% at 1-year; quarterly thereafter | Time-based |
| Jan 18, 2021 | Stock options | 1,000 ex. | $735.00 | 25% at 1-year; quarterly thereafter | Initial CSO grant |
- LTI philosophy prioritizes stock options over full-value awards; options viewed as inherently performance-based, 10-year term, and aligned with shareholder value creation; peer and market inputs via Aon .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 135,466 shares (includes 18,316 shares owned and 117,150 options exercisable within 60 days of Oct 3, 2025) |
| Shares outstanding (record date) | 20,254,599 (Oct 3, 2025) |
| Ownership % of outstanding | Less than 1% |
| Options status (60-day window) | 117,150 exercisable within 60 days |
| Pledging/hedging | Prohibited under Insider Trading Policy; no pledging permitted |
| Ownership guidelines | Not disclosed; policy focuses on hedging/pledging restrictions |
Employment Terms
| Provision | Non–change-in-control termination (Good Reason or without Cause) | Change-in-control (Sale Event) termination |
|---|---|---|
| Base salary multiple | 12 months, paid in installments | 18 months (CEO), installments |
| Bonus | Pro rata bonus based on actual attainment, paid in lump sum at normal timing | Target bonus; under Severance Plan CEO receives 150% of target bonus percentage if Sale Event related termination |
| Equity vesting | Not specified (standard terms remain) | Full acceleration of unvested time-based and performance-based equity; performance awards treated at 100% or actual if higher |
| COBRA benefits | Company-paid for 12 months | Company-paid for 18 months (CEO) |
| Trigger type | Double-trigger (qualifying termination) | Double-trigger; protective window includes 1 month prior to Sale Event for Co. without cause |
| Other | At-will; assignment of inventions; non-solicitation, non-interference provisions |
- Severance Benefit Plan (adopted May 9, 2024) coordinates with employment agreements and reduces duplicative payments; specifies CEO severance economics in sale vs non-sale events as above .
Governance and Director Compensation (Brenner)
- Brenner receives no compensation for board service (employee-director); non-employee director compensation policy provides cash retainers and annual option grants to outside directors; committee chairs receive additional retainers .
- Committees comprised entirely of independent directors (Audit, Compensation, Nominating & Corporate Governance). Gary Sender serves as Chair of both the Audit and Compensation Committees; the Board operates with separate Chair and CEO roles .
Controls and Policies
- Clawback Policy (effective Nov 20, 2023) compliant with Exchange Act Rule 10D-1; requires recovery of erroneously awarded incentive-based compensation for the prior three fiscal years upon restatement; no indemnification of executives for clawback losses .
- Equity award agreements include forfeiture/clawback provisions tied to restatements, cause, and policy violations; agreements executed by the CEO .
- Insider Trading Policy prohibits hedging and pledging of company securities; also restricts short sales, margin purchases, and trading puts/calls .
Compensation Summary (multi-year)
| Component ($) | FY 2024 | FY 2025 |
|---|---|---|
| Salary | $522,365 | $539,366 |
| Bonus (cash) | $208,946 | $161,411 |
| Stock awards (RSUs/stock) | $0 | $0 |
| Option awards (grant-date FV) | $518,286 | $799,272 |
| All other comp (incl. 401(k)) | $21,689 | $9,858 |
| Total | $1,271,286 | $1,509,907 |
Equity Award Inventory (as of June 30, 2025)
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| 01/18/2021 | 1,000 | — | $735.00 | 01/18/2031 |
| 08/23/2021 | 1,312 | 88 | $630.00 | 08/23/2031 |
| 08/29/2022 | 962 | 438 | $140.00 | 08/29/2032 |
| 08/23/2023 | 2,624 | 3,375 | $7.00 | 08/23/2033 |
| 05/09/2024 | 36,825 | 110,475 | $1.88 | 05/09/2034 |
| 05/09/2024 | 36,667 | 73,333 | $1.88 | 05/09/2034 |
| 02/21/2025 | — | 230,700 | $3.48 | 02/21/2035 |
Say‑on‑Pay & Shareholder Feedback
- FY2024 say-on-pay approval ~91%, supporting the company’s pay framework; Compensation Committee reviews market data and aligns incentives with performance objectives .
Investment Implications
- Alignment: CEO’s LTI is predominantly time-based options with multi-year vesting and high leverage to share price; prohibitions on hedging/pledging support alignment with shareholders .
- Near-term supply dynamics: The Feb 21, 2025 option grant vests 25% on Feb 21, 2026, with ongoing quarterly vesting thereafter, creating periodic potential for option exercises; multiple legacy tranches are already exercisable .
- Retention and change-of-control economics: Double-trigger protections (12–18 months salary, target bonus components, COBRA, and full acceleration upon Sale Event) reduce retention risk but may increase deal-related dilution on acceleration .
- Governance mitigants: CEO is not independent but Chair/CEO split and fully independent committees, quarterly executive sessions, and robust clawback policy mitigate dual-role concerns; Brenner receives no director compensation, limiting add-on pay risks .
- Pay-for-performance: FY2025 bonuses paid at 60% of target tied to weighted strategic categories; CAP vs TSR/net income trends show variable pay adjusts with performance, though continued net losses underscore execution risk in the pipeline strategy .
Citations: All facts above are drawn from IBIO’s 2025 DEF 14A (10/06/2025) and 2024 DEF 14A (10/10/2024), IBIO’s FY2024 10-K (9/20/2024), and related 8-K exhibits as cited inline.