Glenn Whaley
About Glenn Whaley
Chief Financial Officer of Immunic, Inc. since March 2022; joined Immunic in December 2019 after senior finance roles at Pernix Therapeutics, Alvogen, and ImClone Systems. Holds a B.S. from Rutgers University Business School and is a member of the New Jersey Society of CPAs and the AICPA . Recent company performance metrics disclosed in the proxy’s Pay vs. Performance show 3-year cumulative TSR translating a $100 investment to $9.16 (2022), $9.81 (2023), and $6.54 (2024), alongside net losses of $120.4m (2022), $93.6m (2023), and $100.5m (2024) .
Pay vs. Performance (Company-Level Metrics)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (Company TSR) ($) | 9.16 | 9.81 | 6.54 |
| Net Income (USD Millions) | (120.4) | (93.6) | (100.5) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Immunic, Inc. | CFO; previously VP Finance, Principal Financial & Accounting Officer; Principal Accounting Officer & Controller | Mar 2022–present; Apr 2020–Mar 2022; Dec 2019–Apr 2020 | Led finance and accounting; progressed to CFO during pipeline advancement |
| Pernix Therapeutics | VP Finance; Principal Financial & Accounting Officer; Principal Accounting Officer & Controller; VP FP&A | Mar 2015–May 2019 | Oversaw finance and FP&A; served as PFAO/PAO pre- and post-restructuring |
| Alvogen, Inc. | VP Finance, U.S. Operations; Global Corporate Controller | Aug 2013–Mar 2015; May 2011–Aug 2013 | Managed U.S. finance operations and global controllership in generics pharma |
| ImClone Systems | Corporate Controller; Senior Director of Financial Reporting | Jan 2007–May 2011; Jan 2005–Dec 2006 | Led reporting and controllership at oncology-focused biopharma |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New Jersey Society of Certified Public Accountants | Member | Not disclosed | Professional accreditation and network |
| American Institute of Certified Public Accountants | Member | Not disclosed | Professional accreditation and network |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % of Salary | Actual Bonus Paid (USD) |
|---|---|---|---|
| 2023 | $415,000 | ≥35% (per 2021 agreement) | $161,850 |
| 2024 | $445,000 | 40% | $89,000 |
- Bonus determinations: Board approved 97.5% payout for 2023 (paid Jan 2024) and 50% payout for 2024 (paid Dec 2024) .
Performance Compensation
| Year | Incentive Type | Metrics | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|---|---|
| 2023 | Annual discretionary cash bonus | “Variety of individual and Company priorities” (not quantified) | Discretionary | Target ≥35% of salary | 97.5% payout; paid in cash | Cash bonus; Committee discretion |
| 2024 | Annual discretionary cash bonus | “Variety of individual and Company priorities” (not quantified) | Discretionary | Target 40% of salary | 50% payout; paid in cash | Cash bonus; Committee discretion |
- Equity awards: Summary Compensation shows option awards for Whaley of $125,356 (2023) and $637,957 (2024) (ASC 718 grant-date fair value) . No RSUs/stock awards disclosed for Whaley in 2023–2024 .
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 336,542 shares; <1% of outstanding (90,150,869 shares) .
- Insider trading/hedging: Policy prohibits hedging and derivatives transactions; section cited does not reference pledging specifically .
- Outstanding equity and vesting schedule:
- Options vest 25% on first anniversary, then monthly over 36 months .
- Whaley’s outstanding awards (as of Dec 31, 2024):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/04/2024 | — | 265,000 | 1.25 | 12/04/2034 |
| 01/17/2024 | 86,158 | 209,242 | 1.21 | 01/17/2034 |
| 01/02/2023 | 59,583 | 50,417 | 1.40 | 01/02/2033 |
| 06/15/2022 | 6,875 | 3,125 | 1.72 | 06/15/2032 |
| 03/10/2022 | 30,000 | 10,000 | 1.72 | 03/10/2032 |
| 01/03/2022 | 55,416 | 14,584 | 1.72 | 01/03/2032 |
| 03/01/2021 | 40,000 | — | 1.72 | 03/01/2031 |
| 07/02/2020 | 30,000 | — | 1.72 | 07/02/2030 |
| 04/29/2020 | 15,000 | — | 1.72 | 04/29/2030 |
| 12/01/2019 | 15,000 | — | 1.72 | 12/01/2029 |
Employment Terms
- Employment trajectory: Offer letter dated Nov 21, 2019 (Principal Accounting Officer/Controller); VP Finance promotion in Apr 2020; CFO promotion Mar 10, 2022 .
- Compensation terms:
- Offer letter: Base salary $295,000; target bonus 30% .
- Sep 1, 2020: Base increased to $320,000 .
- Employment agreement (Jun 10, 2021): Base $390,000; target bonus at least 35% .
- Effective Jan 1, 2024: Base $445,000; target bonus 40% .
- Severance/change-in-control economics (per Whaley Employment Agreement):
- If terminated without Cause or for Good Reason: 12 months’ base salary; accrued but unpaid annual bonus for prior fiscal year; COBRA premium reimbursement; 50% of outstanding equity awards vest and become immediately exercisable .
- Clawback: Company adopted a Nasdaq-compliant compensation recovery policy effective Oct 2, 2023; applies to incentive-based compensation for any executive officer in event of an accounting restatement for preceding three fiscal years .
- Perquisites/benefits: General eligibility for company insurance/benefits; U.S. 401(k) plan with no matching contributions; participation on same basis as other employees .
Compensation Structure Analysis
- Mix shift: Option grant value increased materially from $125,356 (2023) to $637,957 (2024), while cash bonus declined from $161,850 (2023) to $89,000 (2024), indicating higher equity-at-risk positioning in 2024 .
- Bonuses: Determined discretionarily by the compensation committee, based on individual and company priorities; 97.5% payout (2023) vs 50% payout (2024) .
- Equity award cadence and timing: Board/Compensation Committee states intent not to time grants around MNPI; no executive grants within the specified blackout window in 2024 .
- Equity plan capacity: Amended 2019 Omnibus Equity Incentive Plan authorized 19,448,871 shares as of Mar 4, 2024; total outstanding options 16,136,045; remaining availability 3,313,784 as of Dec 31, 2024 .
Risk Indicators & Red Flags
- Hedging/derivatives prohibited by insider trading policy; pledging not addressed in the cited section .
- Related party transactions: Company reports none exceeding $120,000 involving executives/directors/5% holders in the period reviewed .
- Say-on-pay cadence: Advisory vote held every three years; “say-when-on-pay” every six years .
Equity Ownership & Alignment (Summary)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Glenn Whaley | 336,542 | <1% |
- Alignment takeaways: Low direct equity ownership percentage; significant option exposure with expirations extending 2029–2034 and uniform 4-year vesting structure .
Board Governance (Not a Director)
- Whaley is an executive officer (CFO), not listed as a director or committee member in the proxy; governance committee roles pertain to non-employee directors .
Investment Implications
- Higher equity-at-risk in 2024 (larger option grant values) strengthens pay-for-performance alignment but also creates potential future selling pressure if options become in-the-money given multi-year expirations (up to 2034) and substantial unvested tranches .
- Severance terms (12 months’ salary, accrued bonus, 50% accelerated vesting) reduce retention risk from involuntary exit but partially front-load equity upon termination, moderating forfeiture deterrents .
- Ownership is <1% of outstanding shares, so directional alignment leans more toward option-based incentives than significant outright ownership; hedging/derivatives are prohibited, with clawback coverage reinforcing governance discipline .
- Company-level TSR and net losses across 2022–2024 emphasize the importance of pipeline execution; discretionary bonus outcomes (97.5% in 2023 vs 50% in 2024) reflect committees’ assessment of progress against internal priorities rather than fixed financial metrics .