Stacy Lindborg
About Stacy Lindborg
Stacy R. Lindborg, Ph.D. is President & CEO of IMUNON (IMNN) and a director; she joined the board in June 2021 and became CEO in May 2024 (start date May 13, 2024) . She holds M.A. and Ph.D. degrees in statistics from Baylor University and is a globally recognized biostatistician with nearly 30 years in biopharma across Eli Lilly, Biogen (VP, Global Analytics & Data Science), and BrainStorm Cell Therapeutics (co-CEO before joining IMUNON) . Age 55 as of the 2025 proxy . IMUNON’s pay-versus-performance table shows a $100 investment in IMUNON at 12/31/2021 was worth $10.25 at 12/31/2024 and the company reported a 2024 net loss of $18.6M, providing context for shareholder returns during her initial tenure as CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrainStorm Cell Therapeutics (Nasdaq: BCLI) | co-Chief Executive Officer | 2020–May 2024 | Led clinical and regulatory strategy; continued as independent director from May 2024 |
| Biogen | VP, Global Analytics & Data Science (prior roles in biostatistics/biometrics) | 2012–2020 | Built global analytics & data sciences; supported R&D and marketed products |
| Eli Lilly and Company | Head of R&D Strategy (earlier roles since 1996) | 2010–2012 (at Lilly since 1996) | Drove portfolio productivity and R&D strategy decisions to increase launches |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| BrainStorm Cell Therapeutics | Independent Director | May 2024 | Continues board service post-IMUNON appointment |
Fixed Compensation
| Component | 2024 Details | Notes |
|---|---|---|
| Base Salary (set per Employment Agreement) | $567,000 | Initial salary per Employment Agreement (effective May 2024) |
| Salary Paid (FY 2024 SCT) | $341,954 | Partial year after May 13 start |
| Target Annual Bonus | 100% of base salary (prorated for 2024) | Range 0–100% of base; committee discretion; 2024 prorated |
| Actual Annual Incentive (FY 2024) | $283,500 | Paid under non-equity incentive plan |
| Sign-on Bonus | Eligible for $200,000 | Subject to conditions |
Performance Compensation
- Annual bonus metrics: Company states bonuses are based on specific objectives set at year start; it does not currently use financial measures to link pay to performance and emphasizes non-financial measures (clinical progress, timelines, manufacturing, commercialization) .
| Metric/Vehicle | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual cash incentive (FY 2024) | Not disclosed | Not disclosed | $283,500 | N/A | Objectives set by Compensation Committee; non-financial focus |
| Stock options (CEO appointment grant 1) | N/A | N/A | Grant of 112,500 options (5/13/2024) | Vests 25% on 1st anniversary, then annually over 4 years | Exercise price $1.48; 10-year term |
| Stock options (CEO appointment grant 2) | N/A | N/A | Grant of 112,500 options (post-2024 AGM: 6/12/2024) | Same 4-year 25%/yr schedule as above | Exercise price $1.22; 10-year term |
| Additional 2024 option grants | N/A | N/A | 31,801 options (9/6/2024); 2,250 options (3/15/2024) | 2024 option grants to NEOs generally: 50% on grant, 25% on 1st and 2nd anniversaries | Exercise prices $1.04 and $0.86 respectively; 10-year terms |
| Restricted Stock (director program) | N/A | N/A | 25,000 shares (9/6/2024) | Fully vests on 1st anniversary | Granted during 2024 while transitioning roles |
2024 NEO option vesting standard: each option vests 50% at grant, 25% at 1-year, 25% at 2-year; however, the two CEO appointment grants vest in four equal annual installments (25% per year) starting at the first anniversary .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 5/13/2025) | 166,648 shares; less than 1% of outstanding (base: 17,541,732 shares outstanding) |
| Insider Policy: Hedging/Pledging | Company prohibits hedging and pledging, short sales, and derivatives by officers/directors |
| Executive Ownership Guidelines | Compensation Committee has not established equity ownership requirements for executive officers |
| Director Ownership Guidelines | Stock ownership and retention guidelines exist for directors |
| Pledging Status | No pledging disclosed; policy prohibits |
| Section 16(a) Compliance | One late report noted for Stacy Lindborg in 2024 |
2024 year-end outstanding grants detail (select entries):
- Options outstanding (exercisable/unexercisable, price, expiration): 6/4/2021: 2,666/– @ $18.60 exp 6/4/2031; 3/4/2022: 2,500/– @ $4.60 exp 3/4/2034; 6/13/2022: 2,500/– @ $1.93 exp 6/13/2032; 3/17/2023: 1,333/667 @ $1.32 exp 3/17/2033; 3/15/2024: 2,250/2,250 @ $0.86 exp 3/15/2034; 5/13/2024: –/112,500 @ $1.48 exp 5/13/2034; 6/12/2024: –/112,500 @ $1.22 exp 6/12/2034; 9/6/2024: 31,801/31,801 @ $1.04 exp 9/6/2034. Restricted stock: 25,000 shares granted 9/6/2024 (vests fully at first anniversary) .
Employment Terms
| Term | Key Provision |
|---|---|
| Role and Reporting | President & CEO; reports to Board; also continues as director (no separate board pay after start) |
| Effective Date | Employment Agreement effective May 3, 2024; employment start May 13, 2024 |
| Initial Term | One-year term; auto-renews for successive one-year terms unless either party gives 3 months’ notice |
| Base Salary | $567,000; reviewed at least annually for upward-only adjustment |
| Target Bonus | 100% of base (prorated for 2024); paid within 3 months post year-end if employed in good standing |
| Equity Grants | Two option grants of 112,500 shares each (May and post-AGM 2024) with 4-year, 25% per year vesting |
| Sign-on Bonus | Eligible for $200,000 sign-on bonus (conditions apply) |
| Severance (Outside CIC) | If terminated without cause or resigns for good reason outside CIC protection period: 12 months base salary in monthly installments plus COBRA reimbursement up to 12 months; options generally remain exercisable for the original term |
| Severance (Within CIC Protection Period) | If terminated without cause or resigns for good reason during CIC protection period: 24 months base salary in monthly installments plus COBRA up to 12 months; full acceleration of unvested “appointment” options; options generally remain exercisable for original term (double-trigger) |
| For Cause or Voluntary w/o Good Reason | No severance; vested equity exercisable for 180 days; unvested forfeited |
| Clawback | Executive compensation clawback policy adopted October 2023 |
| Hedging/Pledging | Prohibited for officers/directors |
| Permitted Activities | May engage in non-competing professional/non-profit activities; for-profit boards require prior consent; cannot interfere with IMUNON duties |
| Location | Principal place in Lawrenceville, NJ (or other mutually acceptable) |
Board Governance
- Dual-role implications: As CEO and director, Dr. Lindborg is not independent; the board remains majority independent (4 of 6 directors in 2025) and has an Executive Chairman, providing oversight separation .
- Independence history: Prior to becoming CEO, she was an independent director and served on the Compensation Committee and Science & Technology Committee (2024) . After becoming CEO, she serves on the Science & Technology Committee; Compensation Committee now comprises independent directors only .
- Attendance: All directors attended 100% of board and committee meetings in 2023 and 2024 .
| Period | Committee Roles | Independence Status |
|---|---|---|
| 2023–Apr 2024 | Compensation Committee member; Science & Technology Committee member | Independent director |
| May 2024–present | Science & Technology Committee member | Non-independent (CEO) |
Director Compensation (pre-CEO)
| Year | Fees Earned (Cash) | Option Awards (Grant-date FV) | Total |
|---|---|---|---|
| 2023 | $41,700 | $2,395 | $44,095 |
Note: After appointment as CEO (May 2024), she did not participate in the non-employee director compensation program; director-related compensation in 2024 is included within NEO compensation .
Performance & Track Record
| Measure | 2024 Result | Notes |
|---|---|---|
| TSR ($100 from 12/31/2021) | $10.25 at 12/31/2024 | Pay-versus-performance table |
| Net Loss (FY 2024) | $(18,620,242) | From pay-versus-performance table |
- Compensation design emphasizes non-financial performance measures (clinical progress, timelines, manufacturing, commercialization) rather than financial metrics, per proxy disclosures .
- “Compensation actually paid” moves with stock price due to option-heavy design; CEO awards vest over four years, aligning with multi-year value creation .
Risk Indicators & Red Flags
- Section 16(a) compliance: one late insider filing for Dr. Lindborg (administrative) .
- No related-party transactions with Dr. Lindborg disclosed under Item 404 at appointment .
- Hedging/pledging prohibited; no share pledges disclosed .
- No explicit tax gross-ups disclosed in the cited materials; clawback policy in place .
Compensation Structure Analysis
- Mix of pay: For 2024, approximately 30% of Dr. Lindborg’s target total direct compensation was performance-based and/or linked to the stock price, per company disclosure; heavy use of options aligns incentives with TSR but increases volatility of realized pay .
- Equity vehicle shift: Options are primary equity, including large CEO appointment grants with four-year annual vesting; other 2024 options feature 50% immediate vesting, potentially reducing near-term retention friction compared to strictly back-loaded RSUs .
- Incentive metrics: Company uses non-financial operational milestones rather than financial metrics; specific targets and weightings were not disclosed, reducing external visibility into pay-for-performance rigor .
Equity Award Detail (selected 2021–2024 grants)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|---|---|
| 6/4/2021 | Option | 2,666 | – | $18.60 | 6/4/2031 | Director grant schedule per plan |
| 3/4/2022 | Option | 2,500 | – | $4.60 | 3/4/2034 | Director grant schedule per plan |
| 6/13/2022 | Option | 2,500 | – | $1.93 | 6/13/2032 | Director grant schedule per plan |
| 3/17/2023 | Option | 1,333 | 667 | $1.32 | 3/17/2033 | Vests 1/3 immediate, 1/3 at 1yr, 1/3 at 2yr |
| 3/15/2024 | Option | 2,250 | 2,250 | $0.86 | 3/15/2034 | 50% grant, 25% at 1yr, 25% at 2yr |
| 5/13/2024 | Option | – | 112,500 | $1.48 | 5/13/2034 | CEO appointment option; 25%/yr over 4 years |
| 6/12/2024 | Option | – | 112,500 | $1.22 | 6/12/2034 | CEO appointment option; 25%/yr over 4 years |
| 9/6/2024 | Option | 31,801 | 31,801 | $1.04 | 9/6/2034 | 50% grant, 25% at 1yr, 25% at 2yr |
| 9/6/2024 | Restricted Stock | 25,000 | N/A | N/A | N/A | Vests fully at 1-year anniversary |
Employment Contracts, Severance, and Change-of-Control Economics
- Term/renewal: One-year initial term with automatic one-year renewals absent 3 months’ notice .
- Severance outside CIC: 12 months of base salary (installments) + up to 12 months COBRA reimbursement; options generally remain exercisable per original term .
- CIC protection period: If terminated without cause or for good reason during CIC protection period, 24 months of base salary (installments) + up to 12 months COBRA; full acceleration of CEO appointment options; options generally exercisable for original term (double trigger) .
- For cause/voluntary without good reason: No severance; vested equity exercisable for 180 days; unvested forfeited .
- Clawback, hedging/pledging bans: In place, strengthening alignment .
Board Service History, Committees, Independence
- Board service: Director since 2021; CEO since May 2024 .
- Committees:
- 2023–April 2024: Compensation Committee (member), Science & Technology Committee (member) .
- 2024–2025: Science & Technology Committee (member); not on Compensation Committee as CEO .
- Independence: Independent director pre-CEO; not independent post-CEO appointment. 2025 board comprises 4 independent of 6 total; Chair is Executive Chairman (separate from CEO) .
- Attendance: 100% attendance in 2023 and 2024 for board and applicable committees .
Say-on-Pay & Shareholder Feedback
- 2025 proxy seeks advisory approval of 2024 NEO compensation; vote requires majority of votes cast; no prior say-on-pay percentages disclosed in cited materials .
Expertise & Qualifications
- Ph.D./M.A. in statistics (Baylor); Fellow of the American Statistical Association; >50 abstracts, ~200 presentations, ~40 manuscripts; extensive experience spanning early-stage to launch across modalities .
Investment Implications
- Alignment and retention: Large, multi-year option grants (with a significant unvested portion) and the absence of pledging/hedging support alignment and create retention hooks; the two CEO appointment grants are back-loaded (25% per year), anchoring 1–4 year horizons .
- Pay-for-performance transparency: Annual incentive uses non-financial operational milestones without disclosed weighting/targets, limiting external assessment of rigor; realized pay is sensitive to stock performance due to option-heavy mix .
- Change-of-control dynamics: Double-trigger acceleration on CEO appointment options and 24 months salary in a CIC-related termination could modestly reduce personal downside in a sale scenario, while preserving equity value via acceleration—neutral-to-slightly positive for transaction alignment .
- Governance: Dual role as CEO/director is mitigated by an Executive Chairman and a majority-independent board; she no longer sits on Compensation Committee, limiting conflicts in pay setting .
- Trading signals: No pledging allowed and no disclosed insider sales in the cited materials; one late Section 16 filing is administrative. Option strike prices across 2024 grants ($0.86–$1.48) create levered exposure to execution milestones and financing pathways typical for clinical-stage biotech .
