Daniel Vitt
About Daniel Vitt
Chief Executive Officer and Director of Immunic, Inc. since April 2019; age 56 as of April 14, 2025. Ph.D. in organic chemistry (University of Würzburg, 1998); co‑founder and former CSO/CDO of 4SC AG; extensive R&D leadership across multiple clinical-stage programs . Pay-versus-performance disclosure shows CEO “Compensation Actually Paid” of $2.356M in 2024, $1.230M in 2023, $0.275M in 2022, alongside company TSR values of $6.54, $9.81, and $9.16 for a fixed $100 investment and net losses of $100.5M, $93.6M, and $120.4M for 2024–2022, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 4SC AG | Co‑Founder; CSO/CDO; Exec Board Member | 1997–2017 | Led R&D across four clinical-stage products; translational pharmacology and development portfolio oversight . |
| 4SC Discovery GmbH | Managing Director | Dec 2011–Nov 2017 | Directed discovery subsidiary; oncology and immunology projects . |
| Immunic Research GmbH (Germany subsidiary) | Managing Director | Jan 2017–2022 | Managed Germany subsidiary operations; program leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Listrax UG (haftungsbeschränkt) | Managing Director | Current | Private entity management; limited strategic overlap disclosed . |
| Brauhaus Germering GmbH | Managing Director | Current | Private entity management; no related party transactions noted . |
| Immunic Australia Pty Ltd. | Director | Current | Oversees Australian subsidiary governance . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $585,042 | $610,000 |
| Target Bonus | EUR 271,583 under AG service agreement effective 2023 | 55% of salary under New Vitt Agreement (Dec 13, 2024) |
| Actual Bonus Paid (% of target) | 97.5% payout for 2023, paid Jan 2024 | 50% payout for 2024, paid Dec 2024 |
| Housing/Perquisites | — | Up to $100,000/month U.S. housing reimbursement during temporary relocation, subject to conditions |
| CEO Total Compensation | 2022 | 2023 | 2024 |
|---|---|---|---|
| Summary Compensation Table Total (USD) | $2,557,171 | $1,211,839 | $2,938,223 |
Notes:
- Bonuses determined discretely by the compensation committee based on corporate and individual priorities; specific metric weightings not disclosed .
- CEO excluded from deliberations regarding his own compensation .
Performance Compensation
| Metric/Vehicle | Weighting | Target | Actual/Payout | Vesting / Terms |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | 2023: EUR 271,583 under AG agreement ; 2024: 55% of salary under New Vitt Agreement | 97.5% of target (2023); 50% of target (2024) | Cash awards paid Jan 2024 (2023 bonus) and Dec 2024 (2024 bonus) . |
| Stock Options (1/17/2024) | N/A | N/A | Grant date fair value included in 2024 SCT: $2,160,474 for CEO | 338,333 exercisable, 821,667 unexercisable; strike $1.21; expiry 1/17/2034; vest 25% at 1 year, then monthly over 36 months . |
| Stock Options (12/4/2024) | N/A | N/A | Included in outstanding awards; SCT valuation aggregated above | 820,000 unexercisable; strike $1.25; expiry 12/4/2034; same vest schedule . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/31/2025) | 1,314,793 shares (1.5% of 90,150,869 outstanding) . |
| Breakdown | 14,000 shares direct; 362,877 via Listrax UG; 937,916 options exercisable within 60 days . |
| Hedging/Pledging | Hedging and derivatives prohibited under insider trading policy; pledging not expressly disclosed . |
| Ownership Guidelines | Not disclosed in proxy . |
Insider transactions:
- Purchased 11,550 shares on June 4, 2025 at $0.77 per share (Form 4) .
- Reported option-related transactions on Jan 17, 2024 and Dec 6, 2024 (Form 4 filings) ; an amended Form 4 was filed June 28, 2025 to correct an administrative error .
Employment Terms
- New Employment Agreement (Dec 13, 2024): U.S. salary $610,000; target bonus 55%; participation in benefits; compensation subject to Nasdaq-compliant clawback policy; monthly U.S. housing reimbursement up to $100,000, subject to conditions .
- Service Agreement with Immunic AG amended over time: base salary increased from EUR 360,000 (2016) to EUR 565,653 (effective Jan 1, 2024); prior target bonuses ranged from 33% to 45% of base (specified amounts in addenda) .
- Severance: One year’s salary and bonus upon conclusion of term or certain terminations not due to “serious cause” before Dec 31, 2026 .
- Equity awards/change-in-control: If awards are not assumed/replaced in a corporate transaction, unvested awards may be canceled unless accelerated; vested awards may be cash-out or exercised; certain optionees (including NEOs) eligible for full vesting acceleration upon termination other than “cause” .
- Clawback: Company will recover incentive-based compensation in event of accounting restatement for prior three fiscal years (effective Oct 2, 2023) .
Board Governance
- Board Service: Director since April 2019; Class I; current term expires 2027; not independent due to CEO role .
- Board Leadership: Executive Chairman (Duane Nash); Lead Independent Director (Barclay Phillips) with defined responsibilities for independent oversight and stockholder engagement .
- Committee Roles: CEO is not listed on audit, compensation, or nominating committees; those committees are fully independent; compensation committee chaired by Tamar Howson .
- Attendance: Each director attended at least 75% of board and committee meetings in FY 2024 .
Director compensation: Outside director policy provides cash retainers and option grants, but applies to non‑employee directors; as an employee director, Vitt’s compensation is covered under executive arrangements rather than outside director policy .
Compensation Structure Analysis
- Mix shift: CEO option award grant date fair value increased sharply year-over-year ($2.160M in 2024 vs $0.342M in 2023), increasing at‑risk equity exposure despite negative net income trend .
- Bonus discipline: 2024 bonus payout reduced to 50% of target vs 97.5% for 2023, indicating tighter alignment with annual performance outcomes .
- Equity plan expansion: Share reserve increased to support ongoing equity compensation; Amended 2019 Omnibus Plan aggregate authorization to 26,448,871 shares (subject to stockholder approval in 2025) .
Risk Indicators & Red Flags
- Liquidity: Company disclosed cash of $35.1M as of Sep 30, 2025 and not having adequate liquidity to fund operations for at least 12 months absent additional capital—elevated financing risk and potential dilution .
- Hedging/Pledging: Hedging banned; pledging policy not explicitly disclosed .
- Related party transactions: None >$120,000 reported; indemnification agreements in place .
- Equity award treatment in M&A: Potential cancellation of unvested awards if not assumed; reliance on administrator discretion for acceleration .
Say‑on‑Pay & Peer Group
- Say‑on‑pay frequency: Advisory vote every three years; “say‑when” vote every six years .
- Compensation consultants/peer data: Aon engaged; committee concluded no conflicts; peer group used for benchmarking not enumerated; target percentile not disclosed .
Expertise & Qualifications
- Technical credentials: Ph.D. in organic chemistry; expertise in molecular design of small-molecule therapeutics; senior management experience across life sciences R&D and clinical development .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Immunic, Inc. | CEO; Director | Apr 2019–Present | CEO and director; temporarily relocated to U.S. under new agreement in Dec 2024 . |
| Immunic Research GmbH | Managing Director | Jan 2017–2022 | Germany subsidiary management . |
| 4SC AG | CSO/CDO; Exec Board | 1997–2017 | Led R&D portfolio; multiple clinical-stage assets . |
| 4SC Discovery GmbH | Managing Director | 2011–2017 | Discovery subsidiary leadership . |
Equity Award and Ownership Details
| Grant Date | Exercisable Options | Unexercisable Options | Strike ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 1/17/2024 | 338,333 | 821,667 | 1.21 | 1/17/2034 | 25% at 1 year; monthly over 36 months . |
| 12/4/2024 | — | 820,000 | 1.25 | 12/4/2034 | 25% at 1 year; monthly over 36 months . |
| Prior grants | 115,000 (3/1/2021); 80,000 (7/2/2020); 65,000 (8/1/2019), etc. | Various | 1.72 | 2030–2032 | Standard vest schedule . |
| Beneficial Ownership (as of 3/31/2025) | Shares/Options | % of Outstanding |
|---|---|---|
| Total beneficial | 1,314,793 | 1.5% |
| Direct shares | 14,000 | — |
| Indirect (Listrax UG) | 362,877 | — |
| Options exercisable within 60 days | 937,916 | — |
Board Service History and Dual-Role Implications
- Service since 2019; currently Class I director through 2027 .
- Not independent due to CEO role; mitigated by separation of Chair (Executive Chairman) and Lead Independent Director structure, with defined responsibilities for independent sessions and agenda setting .
- Committees comprised entirely of independent directors; CEO excluded from compensation deliberations for his own pay .
Investment Implications
- Alignment: Significant unvested and newly granted options create strong equity-linked incentives; insider share purchase in June 2025 is a positive alignment signal .
- Vesting-driven supply: 25% cliffs on 1/17/2025 and 12/4/2025 with monthly vest thereafter may lead to periodic Form 4 activity; monitor potential sales amid financing needs .
- Retention and severance: One-year salary+bonus severance and potential option acceleration on non‑cause termination reduce immediate departure risk but can raise change‑in‑control costs .
- Governance quality: Independent committee oversight and lead independent director structure mitigate CEO-director independence concerns; compensation consultant independence affirmed .
- Company risk backdrop: Disclosed liquidity shortfall within 12 months as of Q3 2025 elevates financing/dilution risk, which can influence equity award usage and executive incentives; traders should watch capital markets actions and trial milestones (ENSURE top-line expected by end of 2026) .