Douglas Faller
About Douglas Faller
Douglas V. Faller, M.D., Ph.D., age 72, was appointed Chief Medical Officer of IMUNON effective February 18, 2025, bringing ~30 years in biotech/pharma and 25+ years in academic research across oncology, immunology, hematology, and cell/molecular biology, with leadership roles at Skyhawk Therapeutics (CMO), Oryzon Genomics (CMO), Takeda (Executive Medical Director), and as scientific founder of multiple biopharma companies; he holds an M.D. from Harvard and a Ph.D./B.S. from MIT . Company performance context: 2024 net loss was $18.6M and IMUNON’s TSR proxy (value of a $100 investment) stood at $10.25 at 2024 year-end, underscoring capital needs and return profile during his onboarding .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyhawk Therapeutics | Chief Medical Officer | 2024–2025 | Led global clinical/regulatory dev. of RNA‑splicing modulators for hematologic/solid tumors and rare neuro diseases . |
| Oryzon Genomics | Chief Medical Officer | 2022–2024 | Led epigenetic‑modifying small molecule programs in oncology and neuropsychiatric disorders . |
| Takeda Pharmaceuticals | Executive Medical Director | 2015–2022 | Led multiple late-stage therapies incl. CAR‑T for leukemias/lymphomas and solid tumors incl. gynecologic oncology; BD across oncology/hematology/rare disease . |
| Viracta Therapeutics | Scientific founder; CMO/CSO | 2019–2021 | Took founder‑originated therapy into pivotal trial post‑listing . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston University Comprehensive Cancer Center | Founder & Director; Grunebaum Professor | Prior to industry | Built and led comprehensive cancer center; multi‑department professorships across medicine/biochemistry/pediatrics/microbiology/pathology/lab medicine . |
| Harvard Medical School; BWH, Boston Children’s, Dana‑Farber | Professor/Attending Physician | Prior to industry | Clinical/academic leadership in oncology/hematology; authored 300+ abstracts, 230 presentations, 375 manuscripts; ACP Fellow . |
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary ($) | $480,000 | Effective with employment on Feb 18, 2025 . |
| Target Bonus (% of Salary) | 40% | Annual performance bonus target; metrics not specified in offer . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive framework (company-wide) | Not disclosed | Non‑financial milestones (clinical progress, timelines; manufacturing; commercialization) | Not disclosed | Not disclosed | Cash bonus (annual), if awarded . |
| Inducement Stock Options (Equity) | N/A | 100,000 options; strike = Nasdaq close on 2/18/2025 | N/A | N/A | 10‑year term; 4‑year vest: 25% on 1‑yr anniversary; remaining annually to full vest by 4‑yrs; continued service required . |
Equity Ownership & Alignment
| Item | As of/Detail | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common) | May 13, 2025 | “-” (none reported) | Less than 1% outstanding . |
| Options exercisable within 60 days | As of May 13, 2025 | 0 | Inducement grant not exercisable within 60 days; vests starting Feb 18, 2026 . |
| Inducement Options (total granted) | Grant date Feb 18, 2025 | 100,000 | Outside 2018 Plan under Nasdaq 5635(c)(4); strike = 2/18/2025 close; 10‑year term . |
| Vesting schedule (shares) | 2026 | 25,000 | 25% on first anniversary (Feb 18, 2026) . |
| 2027 | 25,000 | Annual tranche toward full vest at 4 years . | |
| 2028 | 25,000 | Annual tranche . | |
| 2029 | 25,000 | Annual tranche; fully vested at 4 years . | |
| Hedging/Pledging policy | Company-wide | Prohibited (hedging, pledging, shorts, derivatives) | Reduces misalignment/leveraged risk. |
| Exec stock ownership guidelines | Executive officers | None established by Compensation Committee | Director guidelines exist, but exec guidelines not in effect . |
| Clawback policy | Adopted Oct 2023 | In effect | Applies to executive compensation; Plan awards subject to clawback . |
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Appointed CMO Feb 18, 2025 . |
| Offer letter economics | Salary $480,000; target bonus 40% of salary . |
| Equity inducement | 100,000 options; 10‑yr term; strike at 2/18/2025 close; vest 25% at 1 year then annually to year 4; outside 2018 Plan under Nasdaq 5635(c)(4) . |
| Severance/CIC | Not disclosed in 5.02 filing for Faller; company maintains clawback and prohibits hedging/pledging . |
| Plan governance | 2018 Stock Incentive Plan amended July 11, 2025 to add 2,000,000 shares (total 3,970,000); no option/SAR repricing without shareholder approval; CIC provisions permit acceleration/cash-out at Board discretion . |
Investment Implications
- Pay-for-performance alignment: Cash comp is modest for a CMO ($480k base; 40% target bonus) with significant at-risk equity via inducement options that require four years of service and stock price appreciation, aligning incentives with clinical and valuation milestones rather than short-term financials .
- Vesting/selling pressure: Option tranches of ~25,000 shares are scheduled annually beginning Feb 18, 2026 through 2029; expect potential liquidity windows around these anniversaries, though hedging/pledging bans reduce misaligned risk .
- Ownership alignment: As of May 13, 2025, Faller held no reportable common shares and no near-term exercisable options, with alignment primarily through unvested options; absence of executive ownership guidelines may dilute formal “skin-in-the-game” expectations .
- Retention/contract risk: No disclosed severance/CIC in his offer filing; corporate clawback and plan governance provide guardrails, but broader company listing/compliance risks (Nasdaq exceptions, share authorization/reverse split proposals) could influence capital access and talent retention .
Clinical execution leverage: His background leading CAR‑T and gynecologic oncology programs at Takeda, plus CMO roles at Skyhawk/Oryzon, is directly relevant to IMUNON‑001’s Phase 3 path, potentially improving probability of timely enrollment/regulatory strategy; company emphasizes non‑financial performance metrics (clinical/mfg/commercialization) in executive incentives .
Sources
- Appointment and offer letter terms: 8‑K (Feb 10, 2025) – Items 5.02, Exhibits ; press release/inducement options .
- Beneficial ownership and governance/policies: DEF 14A (Jun 9, 2025) – Beneficial ownership table; insider trading & clawback policies; Compensation Committee practices; director guidelines .
- Equity plan governance/amendment: 8‑K (Jul 14, 2025) – Plan amendment; no repricing; CIC provisions .
- Performance context: Pay vs performance (TSR proxy; net loss 2024) .
- Listing/compliance risk: 8‑K (Jul 14, 2025) – Nasdaq exception and potential delisting impacts .
