Andreas Muehler
About Andreas Muehler
Dr. Andreas Muehler (age 61) has served as Immunic’s Chief Medical Officer since August 2016, with an MD from Humboldt University (Berlin) and an MBA from Duke University . He brings >30 years of biopharma leadership across preclinical/clinical development, BD/licensing, and commercial roles, including founding/operating medical companies in the U.S. and managing a healthcare private equity fund in Germany . Company performance context during the last three reported years: cumulative TSR per $100 initial investment was $9.16 (2022), $9.81 (2023), and $6.54 (2024), while net income was -$120.4M (2022), -$93.6M (2023), and -$100.5M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3TP LLC d/b/a CAD Sciences (White Plains, NY) | Executive leadership in medical software | 2003–2009 | Developed imaging solutions for early detection of breast/prostate cancer; part of U.S. operating company portfolio |
| Cellectar Biosciences, Inc. (Madison, WI) | Executive leadership | 2003–2009 | Advanced cancer therapeutics and imaging agents development |
| MicroMRI Inc. (Langhorne, PA) | President & CEO | 2003–2009 | Led device solutions for osteoporosis diagnosis/monitoring via bone micro-architecture |
| Palladius Healthcare GmbH (Munich) | Managing Director (Private equity) | ~2009 onward | Acquired/distressed medical technology turnarounds; interim management and senior medical consulting |
| Immunic, Inc. | Chief Medical Officer | 2016–present | Executive leadership across clinical development for pipeline programs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Xanomed GmbH (Germany) | Managing Director | Current | Active management role |
| Xanomed Holding USA (Florida) | Sole Owner | Current | Ownership and control |
| Multiple small medical technology companies | Board member (various) | Prior | Governance roles in medtech startups |
Fixed Compensation
Multi-year compensation (NEO disclosure):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $493,030 | $500,000 |
| Option Awards ($, ASC 718 grant-date FV) | $150,427 | $752,114 |
| Non-Equity Incentive Plan Compensation ($) | $185,748 | $100,000 |
| All Other Compensation ($) | $16,085 | $16,121 |
| Total ($) | $845,290 | $1,368,235 |
Current contracted target compensation:
- Immunic AG service agreement (fifth addendum, Dec 18, 2023): base salary EUR 231,825; target bonus up to EUR 92,730 (40% of base) .
- Immunic, Inc. Second Employment Agreement (Dec 19, 2023): base salary $250,000; target bonus at least 40% of base .
Other compensation features:
- Pension allowance noted in compensation footnotes .
- Standard U.S. benefits eligibility; 401(k) available with no current company match .
Performance Compensation
Annual cash bonus framework and outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2023) | Discretionary (board-defined corporate/individual objectives) | ≥40% of base (per agreements) | Paid Jan 2024 | 97.5% of bonus payout approved for 2023 | N/A |
| Annual cash bonus (2024) | Discretionary (board-defined corporate/individual objectives) | ≥40% of base (per agreements) | Paid Dec 2024 | 50% of bonus payout approved for 2024 | N/A |
Option/LTI vesting mechanics:
- All options vest 25% at first anniversary of vesting commencement date, then monthly over 36 months (4-year schedule) .
- Under plan/agreements, certain optionees (including NEOs) receive full vesting acceleration upon service termination other than for “cause” (see change-in-control/termination terms below) .
Equity Ownership & Alignment
Beneficial ownership and components (as of March 31, 2025):
| Component | Amount |
|---|---|
| Total beneficial ownership (shares) | 743,904 |
| Ownership % of common stock outstanding | <1% (asterisk in table) |
| Direct holdings | 14,406 shares |
| ESPP holdings | 40,652 shares |
| Entity holdings (Xanomed UG) | 284,480 shares |
| Options exercisable within 60 days | 404,366 options |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Exercisable Options | Unexercisable Options | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 08/12/2019 | 10,000 | — | 1.72 | 08/12/2029 |
| 08/01/2019 | 30,000 | — | 1.72 | 08/01/2029 |
| 07/02/2020 | 44,000 | — | 1.72 | 07/02/2030 |
| 03/01/2021 | 48,750 | 16,250 | 1.72 | 03/01/2031 |
| 01/03/2022 | 79,166 | 20,834 | 1.72 | 01/03/2032 |
| 06/15/2022 | 6,875 | 3,125 | 1.72 | 06/15/2032 |
| 01/02/2023 | 71,500 | 60,500 | 1.40 | 01/02/2033 |
| 01/17/2024 | 97,825 | 237,575 | 1.21 | 01/17/2034 |
| 12/04/2024 | — | 315,000 | 1.25 | 12/04/2034 |
Alignment policies:
- Insider trading policy prohibits hedging and transactions in publicly-traded options/derivatives on Company securities .
- Clawback policy (effective Oct 2, 2023) mandates recovery of incentive-based compensation from current/former executive officers upon financial restatements, regardless of fault, for the prior three completed fiscal years .
Employment Terms
Key contract economics:
| Agreement | Term | Base Salary | Target Bonus | Severance | Equity Acceleration | Other Terms |
|---|---|---|---|---|---|---|
| Immunic AG Service Agreement (5th addendum, Dec 18, 2023) | Through Dec 31, 2026 | EUR 231,825 | 40% of base (EUR 92,730) | One year’s salary and bonus if term concludes or prior termination not due to “serious cause” | Accelerated vesting upon termination under specified circumstances; one-year exercise window, subject to transition support | German law references re: “serious cause” and protections |
| Immunic, Inc. Second Employment Agreement (Dec 19, 2023) | Through Dec 31, 2026 | $250,000 | ≥40% of base | If terminated without Cause or for Good Reason: 12 months base, accrued unpaid bonus, COBRA reimbursements; all outstanding equity awards vest immediately | Full immediate vesting upon qualified termination per agreement | Standard benefits eligibility |
Change-of-control and equity plan terms:
- Under the 2019 Omnibus Equity Incentive Plan (as amended), in a Corporate Transaction, unvested awards not assumed/replaced by the acquirer may be cancelled (unless accelerated), and vested awards may be cashed out or allowed to exercise pre-closing; underwater options/SARs may be cancelled without payment if not assumed .
- Certain NEO option agreements provide full vesting acceleration upon termination other than for “cause” .
Performance & Track Record
Company performance (context for pay-for-performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company cumulative TSR (value per $100 initial investment) | $9.16 | $9.81 | $6.54 |
| Net Income ($ millions) | -$120.4 | -$93.6 | -$100.5 |
Notable professional achievements and roles:
- Built/managed multiple medical companies in the U.S. (2003 onward), including CEO of MicroMRI; advanced oncology therapeutics/imaging at Cellectar; imaging software at CAD Sciences .
- Managed German healthcare private equity acquisitions and served as interim senior medical consultant with multiple industry assignments .
Board Governance (Contextual)
- Compensation Committee: chaired by Tamar Howson; members include Howson, Törnsén, Rudick; all independent and compliant with Rule 10C-1 . Committee met eight times in 2024; uses independent consultant Aon; maintains independence standards and conflict checks .
- Say-on-Pay cadence: advisory vote every three years; “say-when-on-pay” every six years .
Compensation Structure Analysis
- Year-over-year mix shifted strongly to equity in 2024 (option awards $752k vs $150k in 2023), increasing at-risk, equity-linked compensation exposure despite negative net income trajectory; cash bonus was cut to $100k in 2024 vs $186k in 2023 (50% payout approved for 2024 vs 97.5% for 2023) .
- Equity plan capacity/dilution: remaining shares available for issuance were ~3.31M as of Dec 31, 2024 under the Amended 2019 Omnibus Plan; total authorized shares were increased to 19,448,871 in March 2024, with a further requested increase to 26,448,871 approved June 4, 2025, supporting continued equity-heavy pay structure at a clinical-stage biotech .
Risk Indicators & Red Flags
- Hedging prohibited for officers/directors (positive alignment) .
- Clawback policy adopted to meet Nasdaq/SEC requirements (restatement-triggered recovery irrespective of fault) .
- No related person transactions >$120k disclosed for executives/directors/5% holders (reduces conflict risk) .
- Option agreement language allows full vesting acceleration upon termination other than for “cause” (could increase severance/change-of-control costs and reduce retention friction during transitions) .
Equity Ownership & Alignment Details
- Beneficial ownership includes personal, ESPP, and controlled entity holdings; options exercisable in 60 days total 404,366, indicating material near-term potential for option exercises .
- Ownership percentage is under 1% of outstanding shares, typical for clinical-stage biotechs with broad institutional ownership; significant holders include BVF, Avidity Partners, Soleus General Partners, and RTW Investments .
Employment Terms (Detailed Provisions)
- Severance economics: one year’s salary plus bonus (AG agreement) if term concludes or early termination without “serious cause”; U.S. agreement provides 12 months base, accrued unpaid bonus, COBRA, and full equity vesting upon termination without Cause/for Good Reason .
- Change-of-control treatment: plan permits cancellation or cash-out; acceleration possible if awards not assumed; underwater awards may be cancelled without payment if not assumed .
- Ownership/hedging/clawback governance in place (insider policy; clawback for restatements) .
Investment Implications
- Pay-for-performance alignment: reduced 2024 bonus payout (50%) amid negative net income and weak TSR signals discipline on cash incentives, while increased option grants heighten equity-linked alignment and potential dilution; investors should monitor grant pacing and plan capacity usage .
- Retention risk vs protection: robust severance with full equity acceleration on qualified termination strengthens executive protection but may weaken retention under strategic uncertainty (e.g., corporate transactions); review triggers/definitions in agreements for potential overhang .
- Insider selling pressure: monthly vesting on options creates recurring liquidity windows; while hedging is prohibited, watch for Form 4 activity around vest dates and corporate events to gauge supply dynamics .
- Governance quality: independent compensation committee with external advisor Aon and a compliant clawback policy reduce risk of pay abuses; absence of related party transactions >$120k is supportive .
- Ownership alignment: diversified holdings (personal, ESPP, controlled entity) plus sizable near-term exercisable options tie compensation to equity value, but <1% ownership limits absolute influence; institutional holder concentration drives broader governance outcomes .
References: All bracketed citations refer to Immunic, Inc. 2025 DEF 14A (published April 22, 2025).