Mark Iwicki
Inhibikase TherapeuticsAbout Mark Iwicki
Mark Iwicki, age 58, was appointed President, Chief Executive Officer, principal executive officer, and a Class I director of Inhibikase Therapeutics effective February 14, 2025. He holds a B.S. in Business Administration from Ball State University and an M.B.A. from Loyola University, with 30+ years of biopharma leadership including CEO roles at KALA BIO, Civitas, Blend Therapeutics, and Sunovion/Sepracor, and senior commercial roles at Novartis, Astra Merck, and Merck. At IKT, his fixed compensation includes a $710,000 base salary and a target annual bonus up to 60% of salary; his equity incentives include inducement and performance-based options with multi-year vesting and a potential adjustment option linked to IKT’s fully diluted capitalization. It is early in his tenure; formal TSR, revenue growth, or EBITDA growth metrics tied to his pay have not been disclosed to date.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KALA BIO | Chief Executive Officer; President; Executive Chair (earlier) | 2015–2025 | Led clinical-stage execution; continued as Chair post-CEO tenure, reflecting ongoing governance influence. |
| Civitas Therapeutics | President & CEO | 2014 | Built respiratory and neuro pipeline; company later acquired by Acorda (industry context). |
| Blend Therapeutics | President & CEO | 2012–2014 | Advanced polymer-drug conjugate platform; operational leadership in early-stage biotech. |
| Sunovion (formerly Sepracor) | President & COO; Chief Commercial Officer; Director & CEO (titles varied) | 2007–2012 | Commercial scaling across CNS/respiratory franchises post-Sepracor to Sunovion transition. |
| Novartis Pharmaceuticals | VP & Business Unit Head | 1998–2007 | P&L leadership; product launches and portfolio management. |
| Astra Merck; Merck & Co. | Management roles | 1990s | Foundational commercial experience in pharma sales/marketing. |
External Roles
| Organization | Role | From | Notes |
|---|---|---|---|
| KALA BIO | Chair of Board | Ongoing | Continues board leadership after CEO tenure. |
| Nimbus | Director | Ongoing | Private biotech; governance and portfolio oversight. |
| Akero Therapeutics | Director | Ongoing | Public NASH company; strategic and clinical governance. |
| Third Harmonic Bio | Chair; Director | Ongoing | Public IL-18R inhibitor platform; board leadership. |
| Q32 Bio | Director | Ongoing | Autoimmune therapeutics; private/public crossover governance. |
| Merus N.V. | Director | Ongoing | Bispecific antibody platform; EU-listed governance. |
| Aimmune Therapeutics | Prior Director | Prior | Former allergy immunotherapy company (acquired by Nestlé). |
| Pulmatrix | Prior Director | Prior | Respiratory drug delivery; prior governance role. |
Fixed Compensation
| Component | Value | Details |
|---|---|---|
| Base Salary | $710,000 | Per employment agreement dated February 11, 2025. |
| Target Annual Bonus | 60% of base salary | Initial annual performance-based cash bonus opportunity. |
| Indemnification | Standard officer indemnification | Entered company’s standard indemnification agreement. |
Performance Compensation
| Incentive | Shares | Exercise Price | Vesting | Conditions |
|---|---|---|---|---|
| Hire Options | 6,168,148 | Closing price on 2/14/2025 | 48 equal monthly installments | Time-based vesting only. |
| Warrant Adjustment Options | 6,837,180 | Closing price on 2/14/2025 | 48 equal monthly installments | Exercisable in proportion to actual exercises of Series A-1 and B-1 warrants. |
| Milestone Option | 2,056,049 | Closing price on 2/14/2025 | 48 equal monthly installments | Subject to achievement of performance-based vesting conditions. |
| Potential Adjustment Option | To reach 6.0% fully diluted with Hire + Warrant Adjustment | N/A | Future grant | Contingent; if granted, combined Hire + Warrant Adjustment + Adjustment would equal 6% of fully diluted capitalization upon full vesting and subject conditions. |
- Inducement awards were granted outside the 2020 Equity Incentive Plan under Nasdaq Listing Rule 5635(c)(4).
- Company’s Amended 2020 Plan prohibits repricing without stockholder consent; plan change-in-control actions are at compensation committee discretion (accelerations/cancellations/substitutions), subject to 409A constraints.
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark Iwicki | 564,208 (options exercisable within 60 days of May 1, 2025) | <1% | Excludes 569,765 warrant adjustment options pending warrant exercises; shares outstanding were 74,341,540 as of May 1, 2025. |
- Equity Compensation Plan shares available and evergreen expansion proposal (4% annual increase starting 2026) were submitted to stockholders in 2025.
- Company maintains an SEC/Nasdaq-compliant clawback policy for incentive-based compensation upon restatements.
- Insider trading and Rule 10b5-1 plan policies are in place.
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Effective February 14, 2025 (agreement dated February 11, 2025). |
| Role/Directorship | CEO and Class I director (fills vacancy from prior CEO resignation). |
| Severance (outside Change-in-Control Period) | Cash equal to 24 months base salary + 200% of target bonus; earned but unpaid prior-year bonus; pro-rated current-year bonus; up to 24 months health contribution equivalent; partial accelerated vesting of time-based options equal to 24 months; Warrant Adjustment Option exercisable only as otherwise provided; release required. |
| Change-in-Control Period | Defined in Employment Agreement (filed with forthcoming FY2024 Form 10-K). CIC-specific severance terms not detailed in the 8-K summary. |
| Indemnification | Standard officer indemnification agreement in place. |
| Related Party | No related-party transactions or family relationships disclosed. |
Board Governance
- Board structure and independence: Board is classified into three classes; majority of non-employee directors are independent under Nasdaq and SEC rules; only the CEO (Mr. Iwicki) is not independent.
- Leadership: Board separates Chair and CEO roles; Amit Munshi is independent Chair; Mr. Iwicki serves as CEO and director.
- Committees:
- Audit: Members Kush (Chair, financial expert), Aurentz, Berman.
- Compensation: Members Berman (Chair), Munshi, Kush.
- Corporate Governance & Nominating: Members Bellini (Chair), Canner, Aurentz.
- Board activity: The full Board met 16 times in 2024; directors attended at least 75% of meetings of the Board and applicable committees.
- Non-employee director compensation: Annual cash retainers include $60,000 for board service; additional retainers for Chair ($30,000), audit chair ($24,000), compensation chair ($18,000), governance chair ($12,000), and member retainers; annual equity grants typically 30,000 options, with new directors receiving 60,000 options.
Investment Implications
- Alignment and dilution: Iwicki’s initial inducement option package is large (15.1M shares across tranches) with a potential adjustment option targeting an overall 6% fully diluted stake, signaling strong equity-based alignment but also potential dilution as awards vest/exercise over four years. Monthly vesting on significant tranches could create steady potential supply if options become in-the-money.
- Financing link in incentives: The Warrant Adjustment Options align option exercisability with actual exercises of Series A-1/B-1 warrants, tying executive upside to financing outcomes and shareholder participation dynamics.
- Pay-for-performance mechanics: A performance-based “Milestone Option” vests upon achieving specified conditions; however, specific operational/financial targets and bonus scorecards were not disclosed, limiting visibility into pay-for-performance rigor.
- Severance economics: Outside CIC severance of 24 months salary plus 200% of target bonus and 24 months of benefits, with 24 months’ worth of time-based acceleration, provides retention but increases termination cost; CIC terms are referenced but not detailed in the 8-K summary.
- Governance quality: Separation of Chair and CEO roles and independent committee structures mitigate dual-role risks; clawback, insider trading, and 10b5-1 policies are in place.
- Multi-board commitments: Concurrent service on multiple public and private boards enhances network and capital access but may pose time-allocation risk during IKT’s pivotal clinical and financing phases.
- Equity plan expansion: Proposed evergreen feature and extended plan term to 2035 support talent recruitment/retention but raise ongoing dilution considerations; repricing history required stockholder approval and reflects willingness to adjust underwater options in prior periods (pre-Iwicki tenure).