Jason Tardio
About Jason Tardio
Jason Tardio, 48, has served as Immunic’s President and Chief Operating Officer since July 2024. He previously held senior commercial and operating roles at Ovid Therapeutics (COO, 2021–2024; CCO, 2019–2021), Novartis (VP, Head of the Multiple Sclerosis Franchise, 2018–2019), and Biogen (nine years culminating as General Manager/Managing Director, Latin America South), with earlier commercial roles at Wyeth and Sepracor. He holds a B.S. from The College of New Jersey and an MBA in Pharmaceutical Marketing from St. Joseph’s University . Company-level performance context: Immunic reported net losses of $100.5M (2024), $93.6M (2023), and $120.4M (2022), and the pay-versus-performance disclosure shows the value of a $100 TSR investment at $6.54 (2024), $9.81 (2023), and $9.16 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ovid Therapeutics | Chief Operating Officer; previously Chief Commercial Officer | COO: Jul 2021–Jul 2024; CCO: Nov 2019–Jul 2021 | Built and led operations and commercial functions |
| Novartis AG | Vice President, Head of Multiple Sclerosis Franchise | Sep 2018–Nov 2019 | Led MS therapeutic area franchise |
| Biogen Inc. | Multiple roles; General Manager/Managing Director, LATAM South | ~9 years (prior to 2018) | Regional P&L and commercialization leadership |
| Wyeth; Sepracor | Sales, sales training, marketing roles | Early career | Commercial execution foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed in proxy for Tardio |
Fixed Compensation
Current employment economics (per Tardio Agreement):
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $500,000 | Subject to periodic review |
| Target Annual Bonus | Up to 40% of base | Based on individual and company goals |
| Sign-on Bonus | $120,000 | 50% at month 1; 50% after six months |
2024 actual (partial-year):
| Year | Salary ($) | Non-Equity Incentive ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 250,000 | 110,000 | 670,219 (grant-date fair value, ASC 718) | 1,030,219 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary across individual and company priorities | N/A | Up to 40% of base | 2024: $110,000 ; bonuses set by Compensation Committee | Cash (no vesting) |
| Stock Options (Grant: 7/9/2024) | Time-based option | N/A | N/A | 500,000 options @ $1.25; expires 7/9/2034 | 25% at 1-year cliff, then monthly over 36 months |
| Stock Options (Grant: 12/4/2024) | Time-based option | N/A | N/A | 157,500 options @ $1.25; expires 12/4/2034 | 25% at 1-year cliff, then monthly over 36 months |
Notes:
- Equity awards reflect grant-date fair value (ASC 718) in compensation tables; actual economic value depends on vesting, exercise, and sale outcomes .
Equity Ownership & Alignment
Outstanding equity as of December 31, 2024:
| Grant Date | Number Exercisable | Number Unexercisable | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 7/9/2024 | — | 500,000 | 1.25 | 7/9/2034 | 25% at 1-year anniversary; monthly over 36 months |
| 12/4/2024 | — | 157,500 | 1.25 | 12/4/2034 | 25% at 1-year anniversary; monthly over 36 months |
- Insider policy prohibits hedging/derivative transactions (e.g., puts/calls) in company securities .
- Clawback policy (effective Oct 2, 2023) enables recovery of incentive compensation for restatements, regardless of officer fault, covering the prior three completed fiscal years .
- Beneficial ownership percentage for Tardio was not itemized in the March 31, 2025 table; the table lists other NEOs/directors and aggregate group ownership .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Date | July 9, 2024 (employment agreement entered) |
| Severance (No Cause / Non-renewal) | 12 months’ base salary |
| Severance (Without Cause or for Good Reason) | 12 months’ base salary; accrued but unpaid prior-year bonus; COBRA reimbursement; 50% of outstanding equity awards vest immediately |
| Change-in-Control Treatment | If unvested awards are not assumed/replaced, administrator may cancel unless accelerates; vested awards may be exercisable pre-closing or cashed out; certain optionees (including NEOs) eligible for full vesting acceleration upon termination other than for “cause” per option agreements |
| Equity Plan | 2019 Omnibus Equity Incentive Plan (amended); share reserve increased to 26,448,871 upon stockholder approval |
Investment Implications
- Alignment and upside: Compensation is equity-heavy (2024 option grant value $670,219) with time-based vesting and at-risk bonus structure, aligning Tardio’s upside with share price appreciation and program execution .
- Retention and acceleration: Severance provides cash continuity (12 months base) and partial acceleration (50% of equity) for certain terminations; plan/award terms contemplate full acceleration in specified scenarios, reducing forfeiture risk and potentially mitigating retention pressure during transitions or corporate transactions .
- Near-term vesting cadence: Two cliff vest dates (7/9/2025; 12/4/2025) followed by monthly vesting may create periodic liquidity windows; hedging is prohibited by policy, which curbs derivative-related selling pressure .
- Pay-for-performance rigor: Bonus determination is discretionary without disclosed quantitative performance metrics; governance mitigants include an effective clawback policy and committee oversight, but lack of metric disclosure limits external assessment of incentive calibration .