Khursheed Anwer
About Khursheed Anwer
Khursheed Anwer, Ph.D., M.B.A., is Executive Vice President and Chief Scientific Officer of IMUNON (IMNN), having joined in June 2014 via the acquisition of EGEN, where he served as President and CSO; he previously led R&D at EGEN and held scientific leadership roles at Valentis and GeneMedicine. He holds a Ph.D. in physiology/pharmacology (Ohio University), completed post-doctoral training at UT Health Science Center Houston, and earned an M.B.A. from the University of Alabama . Company performance context: IMUNON remains a clinical-stage company with persistent operating losses (FY24 net loss $18.62M*, EBITDA −$18.89M*) and minimal revenues, consistent with the strategy to invest in R&D through clinical development; the company’s “Pay vs. Performance” disclosure tracks cumulative TSR (e.g., a $100 investment measured at 12/31/2020 was $12.68 at 12/31/2022) .
IMUNON financials (context for performance-linked pay)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $500,000 | N/A* | N/A* |
| EBITDA ($) | -$24,725,055* | -$20,782,276* | -$18,892,271* |
| Net Income (Loss) ($) | -$35,898,234* | -$19,514,977* | -$18,620,242* |
Values with an asterisk are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EGEN (EGWU, Inc.) | President & Chief Scientific Officer | 2009–2014 | Led clinical and R&D; integrated into IMUNON via asset acquisition |
| EGEN | Vice President, Research & Development | 2002–2009 | Directed R&D and clinical functions |
| Valentis, Inc. | Director, Pre-Clinical Development | 2000–2002 | Led preclinical programs |
| GeneMedicine, Inc. | Research leadership roles | 1993–1999 | Led non-viral gene therapy projects; authored 40+ publications |
External Roles
- No public-company directorships or external board roles disclosed in the proxy biographies for executive officers .
Fixed Compensation
Base salary history (named executive officer disclosures)
| Year | Base Salary ($) |
|---|---|
| 2024 | $385,610 |
| 2023 | $412,760 |
| 2022 | $382,629 |
Notes:
- “All Other Compensation” for 2023 included a $75,000 retention bonus, discretionary allowance ($6,237), and 401(k) match in stock ($12,981) .
Performance Compensation
Annual incentive plan and payout
| Year | Target Bonus (% of salary) | Target ($) | Actual Payout ($) | Actual as % of salary | Core performance metrics |
|---|---|---|---|---|---|
| 2024 | Not disclosed | N/A | $119,267 | N/A | Corporate goals set by Compensation Committee; NEO bonuses tied to achievement of specific objectives |
| 2023 | Not disclosed | N/A | $125,281 | N/A | Corporate and operational objectives, aligned to clinical progress and corporate priorities |
| 2022 | 50% | $192,740 | $139,737 | 36.3% | Weighted clinical development (IMNN-001 milestones), pipeline expansion, capital raising, cost controls, BD, and P&L; achievement assessed at 70% of target |
Equity awards (grant structure, vesting, and 2022–2024 detail)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|---|
| 09/06/2024 | Stock Options | 20,327 | 20,327 | 1.04 | 09/06/2034 | 50% on grant; 25% on 1st and 2nd anniversaries |
| 06/12/2024 | Stock Options | 12,500 | 12,500 | 1.22 | 06/12/2034 | Same as above |
| 03/15/2024 | Stock Options | 12,500 | 12,500 | 0.86 | 03/15/2034 | Same as above |
| 03/17/2023 | Stock Options | 26,667 | 13,333 | 1.32 | 03/17/2033 | 1/3 on grant; 1/3 on 1st; 1/3 on 2nd anniversary |
| 06/13/2022 | Stock Options | 20,000 | — | 1.93 | 06/13/2032 | 1/3 immediate; annual over 2 years |
| 03/04/2022 | Stock Options | 20,000 | — | 4.60 | 03/04/2032 | 1/3 immediate; annual over 2 years |
| 10/03/2019 | Stock Options | 2,832 | — | 25.80 | 10/03/2029 | Time-based |
| 07/18/2022 | Restricted Stock | 10,000 | — | — | — | RS shares granted at $1.95 FV; standard vesting not repeated here |
Award values (Summary Compensation Table components)
| Year | Option Awards ($) | Stock Awards ($) | Non-Equity Incentive (Cash) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 87.678 | — | 119,267 | 149,125 | 741,680 |
| 2023 | 47,900 | — | 125,281 | 94,218 | 680,159 |
| 2022 | 118,286 | 19,500 | 139,737 | 18,506 | 678,658 |
Notes:
- No stock option exercises by Named Executive Officers in 2024, 2023, or 2022 .
- Equity plan: 2018 Plan governs grants; options generally 10-year term; Change-in-control provisions permit substitution/assumption and allow Committee discretion for vesting .
Equity Ownership & Alignment
Beneficial ownership (as of May 13, 2025; 17,541,732 shares outstanding)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Khursheed Anwer | 197,725 | 1.13% |
| Directors & Execs (12 persons) | 1,045,530 | 5.96% |
Source and methodology: Beneficial ownership includes shares acquirable within 60 days (e.g., options), per SEC rules .
Additional alignment, hedging, and pledging policies:
- IMUNON prohibits hedging, pledging, short sales, and derivative transactions by executives and directors .
- The Compensation Committee states it has not established ownership requirements/guidelines for executive officers (as distinct from director guidelines) .
Outstanding and vested equity detail for Anwer appears in the “Outstanding Equity Awards” table above (granular counts by grant) .
Employment Terms
| Topic | Terms |
|---|---|
| Start date & role | Joined June 20, 2014 as EVP & CSO via EGEN acquisition |
| Employment status | At-will |
| Severance (non-CIC) | If terminated without cause: 12 months base salary + COBRA premium reimbursement up to 12 months; subject to release . Illustrative table shows cash severance of $385,480 and $28,332 in benefits (outside CIC) . |
| Change-in-control | Not a party to a CIC (double-trigger) agreement (unlike other NEOs referenced); no CIC multiple disclosed for Anwer |
| Clawback | Executive compensation clawback policy adopted October 2023 |
| Non-compete / non-solicit | Not disclosed |
| Pledging/hedging | Prohibited by policy |
Compensation Structure Analysis
- Mix and trend: Cash base decreased 2023→2024 ($412,760 → $385,610), while option grant fair value increased (from $47,900 to 87.678), and cash incentive modestly decreased ($125,281 → $119,267); “All Other Compensation” rose to $149,125, with 2023 including a $75,000 retention bonus .
- Pay-for-performance design: Annual incentives are tied primarily to clinical, regulatory, manufacturing, organizational, and financial objectives rather than near-term profitability; the Board assessed 2022 corporate goal achievement at 70% of target, yielding Anwer’s 36.3% of salary annual incentive payout vs. a 50% target .
- Equity orientation: Awards are options (not RSUs/PSUs) with multi-year vesting; 2024 awards vest half on grant and remainder over two years, aligning with retention and potential value creation only if share price appreciates .
- Governance features: No executive officer ownership requirements (explicitly stated); hedging/pledging prohibited; clawback adopted in 2023; no automatic incentive enhancement upon change-in-control .
Board Governance and Committee Context (selected)
- Compensation Committee: Frederick J. Fritz (Chair), Donald P. Braun, Christine Pellizzari; all independent under Nasdaq rules .
- Benchmarking and advisor: Committee uses Radford Global Life Sciences Survey and custom peer survey cuts; Mercer served as independent advisor without conflicts, opining practices were reasonable vs. market sources .
Investment Implications
- Alignment and incentives: Anwer’s incentive design emphasizes clinical and operational milestones rather than financial metrics, consistent with IMUNON’s clinical-stage profile; increased option intensity in 2024 and multi-tranche vesting support retention but provide value only if equity appreciates .
- Retention risk: At‑will employment mitigated by severance (12 months salary + benefits) and frequent option refreshes; lack of CIC agreement suggests lower contingent payout risk in a change-in-control, but also less protection than peers with CIC coverage .
- Selling pressure and overhang: No option exercises by NEOs in 2022–2024 suggests limited realized selling; however, Anwer holds multiple tranches of in‑the‑money/near‑the‑money options from 2023–2024 grants that could contribute to future supply as vesting continues .
- Skin‑in‑the‑game: Beneficial ownership of 197,725 shares (1.13%) provides alignment; absence of exec ownership requirements is a neutral-to-modest negative offset by the company’s hedging/pledging prohibitions and clawback adoption .
- Performance backdrop: Persistent operating losses and negative EBITDA reflect clinical investment phase; investors should evaluate option-heavy incentive grants against clinical catalyst timing and capital pathways, noting past TSR volatility observed in Pay-vs-Performance disclosures .
Citations: All data above sourced from IMUNON DEF 14A filings and related disclosures . Financial table values with asterisks were retrieved from S&P Global.
