Susan Eylward
About Susan Eylward
Susan Eylward (age 45) is General Counsel and Corporate Secretary of IMUNON, Inc., appointed October 2024; she holds a JD from New York Law School and a BA in Accounting from Boston College . IMUNON’s compensation program ties annual bonuses to specific objectives set by the Compensation Committee, with non‑financial measures (clinical development progress, manufacturing, commercialization) emphasized for executives . For context on company performance, the 2024 “Pay vs Performance” table shows cumulative TSR value of $10.25 for a $100 initial investment and a FY2024 net loss of $18.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Science 37, Inc. | Senior Counsel | 2022–Apr 2024 | Led complex matters spanning governance, securities compliance, executive compensation, and M&A for decentralized clinical trials platform |
| Allstate Corporation | Corporate Counsel and Vice President | 2021 | Managed corporate legal matters incl. governance, securities law, alternative investments, transactions at a large insurer |
| National General Holdings Corp. | Corporate Counsel and Vice President | Sep 2014–Dec 2020 | Oversaw governance, securities law, investments, transactions across multi‑year tenure |
| Tower Group International, Ltd. | Corporate Counsel and Vice President | May 2009–Sep 2014 | Directed corporate legal matters in governance, securities law, investments and transactions |
| Dewey & LeBoeuf LLP | Associate (Corporate) | 2004–2009 | Represented public/private companies on equity/debt offerings and M&A |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in filings | — | — | No public company board roles disclosed for Ms. Eylward in the cited materials |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $340,000 | Initial salary per offer letter effective Oct 7, 2024 |
| Target Annual Bonus % | 30% of base | Subject to Compensation Committee objectives |
| 2024 Actual Bonus Paid | Not disclosed | No actual payout disclosed for Ms. Eylward in filings cited |
| Inducement Stock Options | 50,000 options | Granted Oct 7, 2024 under Nasdaq Rule 5635(c)(4); 10‑year term; exercise price = Nasdaq closing price on grant date |
Performance Compensation
- Annual incentive bonuses are “principally based on the achievement of specific performance objectives” set by the Compensation Committee; IMUNON emphasizes non‑financial measures such as clinical development progress, timelines, manufacturing, and progress toward commercialization in aligning pay with performance .
- Specific metric weightings/targets for Ms. Eylward are not disclosed in the cited filings .
Equity Ownership & Alignment
| Metric | Value | As-of / Details |
|---|---|---|
| Beneficial Ownership (shares) | 3,125 | Includes options currently exercisable or exercisable within 60 days of May 13, 2025 |
| Ownership % of Outstanding | <1% | Based on 17,541,732 shares outstanding (record date May 13, 2025) |
| Options – Exercisable | 3,125 | As of May 13, 2025 (exercisable within 60 days) |
| Options – Outstanding | 50,000 | Inducement grant, 10‑year term |
| Vesting Schedule (Inducement Options) | 25% at 1st anniversary; remainder annually; fully vested at 4th anniversary | Grant date Oct 7, 2024; subject to continued service |
- Hedging/pledging prohibited: IMUNON’s insider trading policy prohibits hedging, short sales, and pledging by officers and directors .
- Stock ownership guidelines: The Compensation Committee has not established equity ownership requirements for executive officers; director ownership guidelines exist but apply to board directors (not Ms. Eylward) .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Effective Oct 7, 2024; appointed Oct 4, 2024 |
| Role | General Counsel and Corporate Secretary |
| Contract Form | Offer letter summarizing salary, target bonus, and inducement options |
| Severance / CIC Terms | Not disclosed for Ms. Eylward in 8‑K summary; no family relationships or related‑party arrangements disclosed |
| Clawback | Company adopted executive compensation clawback policy (Oct 2023); awards under the 2018 Stock Incentive Plan are subject to clawback/recoupment |
| Insider Trading Policy | Prohibits hedging, pledging, short sales, derivative transactions by officers/directors |
| Legal Proceedings | No material legal proceedings involving current directors/execs disclosed (as of filing) |
| Section 16 Reporting | 2025 proxy notes two late reports by other insiders; no late filings indicated for Ms. Eylward |
Investment Implications
- Alignment and retention: Inducement options (50,000) with 4‑year ratable vesting align incentives to equity value creation and provide retention; absence of disclosed severance/CIC for Ms. Eylward suggests equity is the primary retention lever .
- Selling pressure: Near‑term selling pressure appears limited given vesting commences at first anniversary (Oct 2025); exercisable count of 3,125 options as of the May 2025 record implies modest liquidity relative to total outstanding .
- Governance safeguards: Company‑wide hedging/pledging prohibitions and an executive compensation clawback policy reduce misalignment and governance risk for insiders, including the General Counsel .
- Equity issuance context: Shareholders approved adding 2,000,000 shares to the 2018 Stock Incentive Plan on July 11, 2025 (new limit 3,970,000), signaling ongoing use of equity compensation; the 8‑K was signed by Ms. Eylward in her capacity as Corporate Secretary .
