Michael Tardugno
About Michael Tardugno
Michael H. Tardugno is IMUNON’s Executive Chairman (since July 18, 2022), previously President & CEO (appointed January 3, 2007), Chairman (October 2014), and interim CEO (March 15–May 13, 2024). He holds a B.S. from St. Bonaventure University and completed the Harvard Business School Program for Management Development; age 74 as of the 2025 proxy and has served on IMUNON’s board since January 22, 2007 . Pay-versus-performance disclosures show the value of a $100 investment in IMUNON stock at year-end was $12.68 (2022), $6.38 (2023), and $10.25 (2024), while 2024 net loss was $18.6 million (vs. $19.5 million in 2023) . IMUNON emphasizes non-financial performance measures (clinical progress, manufacturing, commercialization milestones) in executive pay alignment rather than GAAP profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IMUNON (formerly Celsion) | President & CEO; Chairman; Executive Chairman; interim CEO | 2007–2022; 2014–2022; 2022–present; Mar–May 2024 | Led corporate strategy; transitioned to Executive Chairman; provided interim leadership continuity |
| Mylan Technologies (subsidiary of Mylan Inc.) | Senior Vice President & General Manager | Feb 2005–Dec 2006 | Operated business unit leadership in pharma manufacturing |
| Songbird Hearing (Sarnoff spinoff) | Executive Vice President | 1998–2005 | Grew a medical device venture; commercialization experience |
| Bristol-Myers Squibb (division) | SVP Technical Operations (worldwide) | 1996–1998 | Oversaw global technical operations in Big Pharma |
| Bausch & Lomb; Abbott Laboratories | Increasingly senior exec roles incl. SVP Worldwide Technology Development | 1977–1995 | Scaled global technology development and operations |
External Roles
| Organization | Role | Years | Notes / Interlocks |
|---|---|---|---|
| Transomic Technologies, Inc. | Director | Appointed following IMUNON’s 11/16/2022 convertible note investment; company dissolved in 12/2023 | Related-party transaction; IMUNON wrote off the note and warrants on dissolution |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | Non-Equity Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2022 | $500,000 (prorated to $240,000 per employment agreement) | — | — | — |
| 2024 | $336,639 | — | $175,000 | $10,099 (401(k) match in common stock) |
Notes:
- Employment agreement set base salary at $350,000 for 2023 and 2024 .
- Annual incentive bonuses are based on Compensation Committee-set measures; 2024 payouts approved in Q1 2025 as non-equity cash .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Compensation Actually Paid ($) | Vesting Design |
|---|---|---|---|---|
| 2022 | — | — | $1,876,247 (PEO) | Role transition to Executive Chairman noted |
| 2024 | — | $213,072 | $690,584 (PEO portion) | 2024 options: half on grant; quarter on 1st and 2nd anniversaries; 10-year term |
2024 incentive structure details:
- Company does not tie “compensation actually paid” to financial metrics; uses non-financial milestones (clinical progress, manufacturing, commercialization) .
- No option exercises by NEOs during 2024 (reduces near-term selling pressure from exercises) .
2024 Option Grants and Outstanding Awards (Michael H. Tardugno)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 10/03/2019 | 4,333 | — | 25.80 | 10/03/2029 | Prior grant; fully reflected in outstanding |
| 03/04/2022 | 80,000 | — | 4.60 | 03/04/2032 | Prior grant; outstanding |
| 06/13/2022 | 90,000 | — | 1.93 | 06/13/2032 | Prior grant; outstanding |
| 03/17/2023 | 16,667 | 8,333 | 1.32 | 03/17/2033 | 1/3 grant; 1/3 on 1st & 2nd anniversaries |
| 03/15/2024 | 6,250 | 6,250 | 0.86 | 03/15/2034 | Half grant date; quarter on 1st & 2nd anniversaries |
| 06/12/2024 | 50,000 | 50,000 | 1.22 | 06/12/2034 | Half grant date; quarter on 1st & 2nd anniversaries |
| 09/06/2024 | 41,463 | 41,463 | 1.04 | 09/06/2034 | Half grant date; quarter on 1st & 2nd anniversaries |
| 12/18/2024 | 6,250 | 6,250 | 0.83 | 12/18/2034 | Half grant date; quarter on 1st & 2nd anniversaries |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 417,635 shares; 2.38% of outstanding (based on 17,541,732 shares as of 5/13/2025) |
| Options exercisable within 60 days (counted in beneficial ownership) | SEC methodology includes currently exercisable or within-60-day options; Tardugno’s beneficial total reflects such inclusion where applicable |
| Stock ownership guidelines | Executive directors must hold shares equal to first-year total compensation; expected to comply within 3 years |
| Hedging/Pledging policy | Company prohibits hedging and pledging, short sales, and derivatives by executive officers and directors |
| Option exercises in 2024 | None by NEOs (including Tardugno) |
Employment Terms
| Provision | Terms |
|---|---|
| Role & Term | Transitioned to Executive Chairman effective 7/18/2022; agreement through 12/31/2024 with auto one-year extension exercised |
| Base Salary | $500,000 for 2022 (prorated $240,000); $350,000 for 2023 and 2024 |
| Annual Bonus & Equity Eligibility | Eligible for performance bonuses and equity awards; reimbursable business expenses |
| Severance (without cause) | One year’s base salary if terminated by the Company other than for cause |
| Change-in-Control (CIC) Agreement | Double-trigger; lump sum 2x (base salary + target bonus); COBRA + life insurance coverage reimbursement up to 2 years; full acceleration of outstanding equity (performance awards governed by their terms); options remain exercisable for remaining term; subject to release; no tax gross-ups |
| Arbitration | Employment agreement includes arbitration provision and cooperation obligations post-termination |
Board Governance
- Board size six; four independent under SEC/Nasdaq rules . Tardugno is an Executive Chairman (non-independent) and a Class III director nominee for re-election with term expiring at the 2028 Annual Meeting .
- Committee charters adopted and published; Compensation Committee administers the 2018 Stock Incentive Plan and is entirely independent .
- Employee directors do not receive separate director compensation; their compensation is reported in the Summary Compensation Table .
- No repricing of options/SARs without shareholder approval under the 2018 Plan (investor-friendly) .
Director Compensation
- Non-employee directors received cash fees and option grants in 2024; employee directors (including Tardugno) did not receive separate Board compensation beyond what is reported in the SCT .
Compensation Structure Analysis
- Mix: For 2024, compensation was primarily base salary ($336,639) and performance-linked elements (non-equity incentive $175,000; option awards $213,072). No stock awards were granted to Tardugno in 2024 .
- Vesting risk: 2024 options vest 50% at grant and 25% on each of the first and second anniversaries, creating near-term vesting and potential supply overhang in subsequent years; however, there were no option exercises in 2024 .
- Pay-versus-performance: The company’s framework emphasizes clinical and operational milestones over GAAP metrics; “compensation actually paid” for the PEO portion associated with Tardugno in 2024 was $690,584, and TSR-based $100 value moved from $6.38 (2023) to $10.25 (2024) .
Related Party Transactions & Red Flags
- Convertible note/warrant investment in Transomic Technologies led to Tardugno’s board appointment; Transomic dissolved in 12/2023 and IMUNON fully wrote off the note and warrants (related party disclosure) .
- Clawbacks: Company adopted an executive compensation clawback policy in October 2023; awards are subject to forfeiture or recovery under plan terms and policy .
- Option repricing: Prohibited without shareholder approval; mitigates shareholder-unfriendly practices .
- Section 16(a) compliance: 2025 proxy notes late reports by Stacy Lindborg and Donald Braun; no late filing noted for Tardugno .
Say-on-Pay & Shareholder Feedback
- Advisory vote on 2024 executive compensation presented; Board recommends “FOR.” Specific historical approval percentages are not disclosed in the 2025 proxy .
Expertise & Qualifications
- Extensive leadership in pharmaceutical and medical device sectors with senior roles at Mylan, Bristol-Myers Squibb, Bausch & Lomb, Abbott Laboratories, and Songbird Hearing; academic credentials include Harvard PMD and St. Bonaventure B.S. .
Investment Implications
- Alignment and retention: As Executive Chairman with meaningful beneficial ownership (2.38%), prohibitions on hedging/pledging, and ownership guidelines, Tardugno’s incentives are aligned with equity value; the double-trigger CIC with full equity acceleration could create event-driven dilution/overhang if a transaction occurs .
- Selling pressure: 2024 option awards vest rapidly, but no 2024 option exercises were reported, reducing near-term insider supply; continued vesting in 2025–2026 warrants monitoring .
- Governance quality: Independent Compensation Committee and anti-repricing provisions support shareholder-friendly pay practices; related-party Transomic board appointment and subsequent write-off is a historical governance footnote to monitor for future transactions .
- Performance linkage: Bonuses are tied to non-financial milestones (clinical/manufacturing), consistent with clinical-stage biotech; traders should track trial timelines and regulatory milestones as primary drivers of incentive payouts and equity value .
