Simona Skerjanec
About Simona Skerjanec
Independent director at Immunic, Inc. (IMUX), age 61, appointed July 2024; Class I director with current term expiring in 2027 . Nearly 30 years in pharma commercialization and strategy; most recently SVP, Global Head of Neuroscience & Rare Diseases at Roche (2015–2023). Education: M.Pharm, University of Ljubljana; MBA, Fairleigh Dickinson University . The board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche (Switzerland) | SVP, Global Head of Neuroscience & Rare Diseases; General Manager Portugal; Neuroimmunology Franchise Head | Mar 2015 – Dec 2023 | Led global strategy and commercialization across neuro and rare disease portfolio |
| The Medicines Company | SVP, Cardiovascular Franchise Head; roles in development & commercialization | Jul 2003 – Feb 2015 | Commercial leadership in cardiology |
| Eli Lilly; Pfizer; Johnson & Johnson | Various positions | Not disclosed | Early operating and commercial experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Avidity Biosciences | Director | Since May 2024 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member (chair: Barclay Phillips). Audit Committee met 4 times in 2024; all members are independent and financially literate per Nasdaq/SEC rules .
- Independence: Confirmed independent; board majority independent; lead independent director is Barclay Phillips .
- Attendance: In 2024, the board held 6 meetings and each director attended at least 75% of board and applicable committee meetings .
- Other committees (not a member): Compensation Committee (chair: Tamar Howson; 8 meetings in 2024) and Nominating & Governance Committee (chair: Jörg Neermann; 3 meetings in 2024) .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual for Skerjanec |
|---|---|---|
| Annual base retainer (non-employee director) | $40,000; Executive Chair $67,500; Lead Independent Director +$10,000 | $17,717 (partial-year joined July 2024) |
| Audit Committee fee | Chair $20,000; Member $10,000 (paid quarterly) | Included in cash fees above (partial-year) |
| Compensation Committee fee | Chair $15,000; Member $7,500 | Not applicable (not a member) |
| Nominating & Governance fee | Chair $10,000; Member $5,000 | Not applicable (not a member) |
| Meeting fees | None disclosed | None disclosed |
| Expenses | Reasonable expenses reimbursed | Policy disclosed |
Performance Compensation
| Equity Component | Grant Size | Vesting | 2024 Actual for Skerjanec |
|---|---|---|---|
| Initial stock option (new director) | 100,000 shares (increased from 32,000 in 2024) | 36 monthly installments, service-contingent | Option awards grant-date fair value $175,420 (ASC 718) |
| Annual director stock option | 50,000 shares (increased from 16,000 in 2024) | 12 monthly installments, service-contingent | Board approved one-time increase for 2024 to 100,000 options for continuing directors; new directors received initial awards per policy |
| Hedging/derivatives policy | Prohibited for directors | — | Hedging/derivative transactions prohibited under insider trading policy |
Note: The proxy does not disclose a director-specific “performance metric” framework (e.g., TSR, revenue growth) for equity grants; awards are time-based vesting under the non-employee director compensation policy .
Other Directorships & Interlocks
| Company | Relationship to IMUX | Potential Interlock/Transaction |
|---|---|---|
| Avidity Biosciences | External public board | No related-party transactions >$120,000 disclosed; IMUX has a related person transactions policy with audit committee oversight |
Expertise & Qualifications
- Deep commercialization and franchise leadership in neurology, neuroimmunology, and rare diseases, with senior global P&L and strategy responsibility at Roche .
- Advanced scientific and business training (M.Pharm and MBA), aligning with IMUX’s therapeutic focus and need for commercialization insight .
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership (shares/% outstanding) | Ms. Skerjanec is not individually listed in the March 31, 2025 beneficial ownership table; directors listed with <1% are denoted by “*”. No specific figure for Skerjanec reported . |
| Options exercisable within 60 days | The table includes options exercisable within 60 days for listed insiders; no entry for Skerjanec disclosed . |
Governance Assessment
-
Strengths
- Independence and audit oversight: Independent director on Audit Committee; committee oversees related-party transactions and financial risk; charter compliance with SEC/Nasdaq; 2024 Audit Committee met 4 times .
- Board engagement: Board met 6 times; directors ≥75% attendance, suggesting satisfactory engagement .
- Industry-relevant expertise: Senior leadership in neuroscience/rare diseases commercialization adds strategic value to IMUX’s pipeline governance .
- Insider trading controls: Explicit prohibition on hedging/derivative transactions for directors enhances alignment .
-
Watch items / potential RED FLAGS
- One-time 2024 increase in director equity awards to 100,000 options for continuing directors (alignment rationale cited). This elevates option-based compensation and potential dilution; monitor ongoing award levels and plan share increases (Omnibus Plan share authorization and equity plan shares outstanding/available) .
- Ownership alignment visibility: Individual beneficial ownership for Skerjanec not disclosed in the table; absence of explicit director stock ownership guidelines in the proxy limits assessment of “skin-in-the-game” .
- Equity plan expansion: Board seeks further increase to Omnibus Plan share authorization to 26,448,871 shares; evaluate dilution and grant practices over time .
-
Conflicts/related-party exposure
- No related person transactions over $120,000 disclosed; formal policy requires 75% disinterested director approval; audit committee reviews such matters .
Director Compensation (Summary)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $17,717 |
| Option Awards ($) | $175,420 (grant-date fair value under ASC 718) |
| Total ($) | $193,137 |
Board Committee Activity (Context)
| Committee | Members (including Skerjanec?) | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Phillips; Törnsén; Neermann; Skerjanec | Phillips | 4 |
| Compensation | Howson; Törnsén; Rudick | Howson | 8 |
| Nominating & Governance | Neermann; Phillips; Rudick | Neermann | 3 |
| Board overall | — | Executive Chair: Nash; Lead Independent: Phillips | 6 (each director ≥75% attendance) |
Risk Indicators & Red Flags
- Hedging prohibited for directors (reduces misalignment risk) .
- No director-related party transactions reported (reduces conflict risk) .
- Equity award escalation and share pool increases warrant dilution monitoring (Plan Amendment and equity plan data) .
Compensation Structure Notes
- Cash: Base retainer + committee fees paid quarterly; Lead Independent Director receives additional $10,000 .
- Equity: Options with time-based vesting for initial and annual awards; 2024 one-time increase for continuing directors to 100,000 options .
- Clawback: Company-wide compensation recovery policy adopted Oct 2, 2023 for executive incentive comp; not specific to directors but indicates governance posture .
Say-on-Pay & Shareholder Feedback (Board context)
- Company holds say-on-pay every three years; Compensation Committee reevaluates practices annually; consultant (Aon) engaged; independence reviewed .
Overall implication: Skerjanec brings relevant commercialization expertise to audit oversight with confirmed independence and satisfactory attendance. The board’s 2024 elevation of director equity awards increases option-based incentives; monitor dilution and future grant levels. No conflicts or related-party transactions are disclosed, and hedging is prohibited—supportive of investor alignment .