Clay Siegall
About Clay Siegall
Clay B. Siegall, Ph.D. (age 64) is President, Chief Executive Officer, and Chairman of Immunome (IMNM) since October 2, 2023, following the Morphimmune merger; he holds a Ph.D. in Genetics (George Washington University) and B.S. in Zoology (University of Maryland) . Under his tenure, 2024 revenue was $9.0 million vs. $14.0 million in 2023, with a 2024 net loss of $293.0 million as Immunome invested heavily in pipeline and business development; cash, cash equivalents and marketable securities were $217.3 million at year-end 2024, and January 2025 financing extended runway into 2027 . He serves concurrently as Board Chair; the board appointed a Lead Independent Director in 2023 to balance the combined CEO/Chair structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morphimmune, Inc. | President & CEO | Jan 2023 – Oct 2023 | Led company into merger with Immunome; became IMNM CEO/Chair at closing . |
| Seagen, Inc. | Co‑founder; CEO (2002–2022); President (2000–2022); Chairman (2004–2022) | 1997 – 2022 | Drove design, development, commercialization of targeted cancer therapies; Seagen later acquired by Pfizer in Dec 2023 . |
| Bristol-Myers Squibb Pharmaceutical Research Institute | Principal Scientist (most recent) | 1991 – 1997 | Oncology R&D leadership . |
| National Cancer Institute, NIH | Staff/Biotechnology Fellow | 1988 – 1991 | Early oncology research experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tourmaline Bio (TRML) | Chairman of the Board | Since Dec 2023 | Public biotech board leadership . |
| Shattuck Labs (STTK) | Director | Since Mar 2024 | Public biotech director . |
| Prior public boards | Director | Various | Nurix (NRIX), Ultragenyx (RARE), Alder (ALD, sold to Lundbeck 2019), Mirna Therapeutics (prior) . |
Fixed Compensation
| Item | 2023 | 2024 | 2025 (effective) |
|---|---|---|---|
| Base Salary ($) | $162,500 (prorated; annualized $650,000) | $700,000 | $735,000 effective Jan 1, 2025 |
| Target Annual Bonus (% of base) | 50% (per initial agreement) | 60% (increased July 2024) | 60% (current target) |
| Director Fees | — (no additional pay as director) | — | — |
| Perquisites | 401(k) match | 401(k) match | 401(k) match |
Performance Compensation
- 2024 annual bonus plan: CEO’s bonus is 100% tied to company-wide goals; 2024 achievement certified at 125% of target .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate objectives (R&D and corporate) | 100% | 60% of $700,000 = $420,000 | 125% of target | $525,000 | Cash, paid after year-end |
Equity awards (selected grants):
| Grant Date | Type | Shares | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Jun 28, 2023 (CEO Inducement) | Stock Options | 2,137,080 | $5.91 | 25% at first anniversary of Closing (Oct 2, 2024), then monthly over 36 months | — (inducement grant; not under plan) |
| Aug 9, 2024 | Stock Options | 800,000 | $12.92 | 25% on Aug 9, 2025; remainder monthly over 36 months | $7,991,424 |
| Legacy Morphimmune options | Stock Options | 1,389,964 (selected lines shown below) | $1.35 (selected lines) | Some vested in full at merger close | — |
Options outstanding at 12/31/2024 (CEO):
| Grant Date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 09/27/2022 (MI Plan) | 198,565 | — | $1.35 | 09/26/2032 |
| 01/19/2023 (MI Plan) | 1,191,399 | — | $1.35 | 01/18/2033 |
| 06/28/2023 (CEO Inducement) | 623,315 | 1,513,765 | $5.91 | 06/28/2033 |
| 08/09/2024 (2020 Plan) | — | 800,000 | $12.92 | 08/08/2034 |
Notes:
- Company disclosed price-sensitivity context around 2024 grants; the closing price change around the 8/9/2024 grant window was 4.72% .
- Equity is option-heavy with four-year vesting; no PSUs or RSUs disclosed for CEO in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Feb 1, 2025) | 2,861,005 shares (3.22% of outstanding) |
| Composition | 669,636 common shares; 2,191,369 options exercisable within 60 days |
| Insider purchases | Purchased 150,000 shares in Jan 2025 follow-on ($1.16 million at $7.75) ; purchased 169,204 shares in Oct 2023 PIPE ($1.00 million) |
| Pledging/Hedging | Prohibited by policy; no margin or pledging allowed |
| Ownership guidelines | Not disclosed for executives in proxy (no section provided) |
| Upcoming vest catalysts (supply overhang) | CEO Inducement: 25% vested Oct 2, 2024; remaining 75% vests monthly through Oct 2, 2027 . 800,000 Aug 2024 grant: 200,000 vest on Aug 9, 2025, remainder monthly thereafter . |
Employment Terms
| Term | Key Provision |
|---|---|
| Start date/role | CEO & Chairman since Oct 2, 2023 |
| Agreement | Employment agreement dated Jun 28, 2023; amended Dec 2023 |
| Base salary/bonus target | $700,000 base initially; target bonus 50% initially, increased to 60% (July 2024); base increased to $735,000 effective Jan 1, 2025 |
| Inducement option | 2,137,080 options at $5.91; 4-year vesting with one-year cliff at Closing anniversary |
| Severance (outside CoC) | 150% of annual base salary + full annual bonus amount for year of termination; pro‑rated bonus based on performance; 18 months COBRA (subject to release; continuing obligations) |
| Severance (double trigger CoC) | If termination without cause/for good reason from 3 months before to 12 months after CoC: 150% base salary + full annual bonus amount; pro‑rated bonus based on performance; 18 months COBRA; 100% vesting of unvested equity, incl. CEO Inducement |
| Clawback | Compensation Committee oversees clawbacks; 2024 Inducement Plan subjects awards to exchange listing/Dodd‑Frank clawback requirements |
| Non-compete / non-solicit | Not specified in proxy summary; not disclosed |
| Post-termination option exercise | Standard post-termination windows (3/12/18 months depending on cause/disability/death) per plan documents |
Board Governance (service history, roles, dual-role implications)
- Service: Class I Director since 2023; term through 2027 annual meeting .
- Roles: Chairman and CEO; not a member of Audit/Compensation/Nominating committees; no additional director pay .
- Independence: Board determined five directors independent (CEO is not independent); Lead Independent Director appointed in 2023 (Isaac Barchas) with authority to set agendas, preside in executive sessions, and act as liaison—mitigating combined Chair/CEO risks .
- Committees: Audit (Schafer—Chair; Bienaimé; Swain), Compensation (Boylan—Chair; Barchas; Bienaimé), Nominating (Barchas—Chair; Boylan; Schafer) .
- Attendance: In 2024, no director attended fewer than 75% of meetings; board held 8 meetings .
- Say-on-Pay: 2025 ballot contained only director elections and auditor ratification (no say‑on‑pay) .
Compensation Structure Analysis
- Mix and leverage: Majority of total direct compensation is at-risk equity via stock options (e.g., $7.99 million 2024 grant-date fair value), with a moderate cash base ($700k) and performance cash bonus tied 100% to corporate objectives .
- Incentive calibration: Target cash compensation set near 50th percentile and equity near 75th percentile of peer group per consultant (Aon/Radford); indicates intent to emphasize long-term equity alignment and retention .
- Performance rigor: 2024 corporate goals payout at 125% suggests above-target performance against internal objectives; specific R&D/corporate goals not disclosed .
- Equity design and overhang: Large CEO inducement option plus annual options create potential dilution; however, 2024 Inducement Plan prohibits repricing without stockholder approval, improving governance quality .
- Trading restrictions and alignment: Prohibitions on hedging and pledging reduce misalignment risks; CEO open market and PIPE purchases ($2.16 million combined) are positive confidence signals .
Related Party Transactions
- Insider participation in financings: CEO purchased $1.16 million in January 2025 follow-on (150,000 shares at $7.75) and $1.00 million in October 2023 PIPE (169,204 shares) alongside institutional investors .
Performance & Track Record (company context under Siegall)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($ millions) | $14.018 | $9.041 |
| Net Loss ($ millions) | $(106.806) | $(292.963) |
| Cash, cash equivalents & marketable securities at year-end ($ millions) | $138.1 (sum of cash/cash eq. and marketable securities) | $217.3 |
- 2025 catalysts and liquidity: Company expects RINGSIDE Phase 3 topline data 2H 2025; first patient dosed in IM‑1021 Phase 1 (Feb 2025); IND submitted for IM‑3050; cash runway into 2027 (pre- and post‑follow-on) .
Investment Implications
- Alignment and retention: Significant personal ownership (3.22%) and voluntary purchases in PIPE and follow-on suggest high alignment and confidence; option-heavy packages with long vesting support retention but create potential selling pressure near cliff/annual vest dates (e.g., Aug 2025 200k- share vest) .
- Pay-for-performance: Bonus fully tied to corporate objectives; 125% payout indicates execution momentum; equity concentrated in options aligns upside with value creation, though it increases dilution risk in a development-stage profile .
- Change-of-control optionality: Double-trigger severance with 100% equity acceleration may influence M&A dynamics; economics include 150% salary and full bonus plus pro‑rata bonus and COBRA, making outcomes predictable for investors assessing transaction overhangs .
- Governance: Combined CEO/Chair counterbalanced by Lead Independent Director and independent committee chairs; anti-hedging/pledging and no-repricing inducement plan terms are shareholder‑friendly .
- Trading signals: Watch 1) monthly vesting from the CEO Inducement grant (through Oct 2027) and 2) the Aug 2025 25% cliff (200k options) from the 2024 grant for potential insider selling windows; any additional open‑market buys would be incremental positives .