John Wesolowski
About John Wesolowski
John Wesolowski (age 65) is Intensity Therapeutics’ Principal Accounting Officer and Controller, serving since March 2017; he also served as Interim Chief Financial Officer from June–December 2023. He holds a BS in Finance from Penn State, an MBA in Management Science from the University of Connecticut, and has been a Certified Public Accountant since 1983 . The proxy and 10‑K do not disclose any TSR, revenue growth, or EBITDA growth metrics tied to his compensation; his pay is primarily salary plus time‑vested stock options .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intensity Therapeutics | Interim Chief Financial Officer | Jun 2023–Dec 2023 | Led finance during transition; maintained controls and reporting |
| Intensity Therapeutics | Principal Accounting Officer & Controller | Mar 2017–present | Principal accounting leadership, controls, reporting |
| Yale University (Controller’s Office) | Director of Costing | 1998–2016 | Financial reporting, property tax, overhead/benefit rate calculations, clinical trial and research accounting controls |
| Automatic Fastener Corporation | Vice President & Controller | 1988–1998 | Oversaw accounting, purchasing, and human resources |
| KMG Main Hurdman (now KPMG) | Public accounting/auditing | 5 years (dates not disclosed) | External audit and public accounting experience |
External Roles
- No public company board memberships or external directorships disclosed in the proxy; background summary lists prior operating and accounting roles only .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 165,000 | 215,000 |
| All Other Compensation ($) | 4,950 – 401(k) match | 19,202 – $13,406 accrued vacation payout + $5,796 401(k) match |
- Base salary adjustments under employment agreement: increased to $215,000 effective July 22, 2023, and to $260,000 effective March 4, 2024 .
Performance Compensation
- Cash Bonus: $67,015 paid for 2023; no bonus disclosed for 2022 .
- Stock Options (grant‑date fair value): $81,207 (2022); $254,920 (2023) .
- No explicit annual performance metrics (e.g., revenue/EBITDA/TSR weightings) tied to Wesolowski’s incentives were disclosed; option vesting is time‑based per plan footnotes .
Outstanding Equity Awards (as of 12/31/2023 and subsequent grant)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 3/27/2017 | 15,000 | — | 4.00 | 3/27/2027 | Not specified in table |
| 2/6/2018 | 7,500 | — | 8.00 | 2/6/2028 | Not specified in table |
| 7/11/2019 | 2,500 | — | 9.00 | 7/11/2029 | Not specified in table |
| 7/31/2020 | 4,688 | 1,563 | 11.50 | 7/31/2030 | 4 equal annual installments beginning first anniversary |
| 8/13/2021 | 3,000 | 3,000 | 11.50 | 8/13/2031 | 4 equal annual installments beginning first anniversary |
| 9/5/2021 | 3,250 | 3,250 | 11.50 | 9/5/2031 | 4 equal annual installments beginning first anniversary |
| 12/13/2022 | 3,125 | 9,375 | 9.00 | 12/13/2032 | 4 equal annual installments beginning first anniversary |
| 7/19/2023 | 12,500 | 37,500 | 6.43 | 7/19/2033 | 4 equal annual installments beginning grant date |
| 10/21/2024 | — | 70,028 | 3.44 | Not disclosed | 5 equal annual installments beginning grant date |
Note: The company’s equity plans provide for potential change‑in‑control acceleration/adjustments (see “Employment Terms”) .
Equity Ownership & Alignment
| Metric | May 31, 2024 | Aug 31, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 69,754 (<1%) | 217,198 (<1%) |
| Options exercisable within 60 days | 64,063 | 140,762 |
| Options not exercisable within 60 days | 67,188 | 159,516 |
- Insider policy prohibits pledging shares as collateral, margin accounts, hedging/derivatives, and short selling; quarterly blackout windows and pre‑clearance are required for officers .
- No executive stock ownership guidelines (required multiple of salary) are disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement & Role | At‑will employment agreement dated June 20, 2023; serves as Principal Accounting Officer & Controller |
| Base Salary | Initial $165,000; increased to $215,000 (effective Jul 22, 2023) and to $260,000 (effective Mar 4, 2024) |
| Equity Eligibility | Eligible for grants under the 2021 Stock Incentive Plan at Compensation Committee discretion |
| Non‑Compete | Applies during employment and for one year post‑employment; confidentiality and IP assignment provisions included |
| Severance | No specific severance multiple or change‑of‑control cash severance disclosed for Wesolowski in proxy |
| Equity Acceleration | 2013 Plan: committee may accelerate/adjust awards upon Change in Control ; 2021 Plan: all unexercised awards immediately vest and become exercisable upon Merger/Sale unless substituted/cancelled with consideration |
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing misalignment risk; trading windows/blackouts and pre‑clearance also reduce compliance risk .
- No disclosed severance or CIC cash terms for Wesolowski; retention protections are limited to plan‑level equity acceleration rather than guaranteed cash severance .
- 8‑K granted large option to Wesolowski on Oct 21, 2024 (70,028 shares, $3.44 strike, 5‑year ratable vest), indicating ongoing use of time‑vested equity for retention/incentives .
Compensation Structure Analysis
- Year‑over‑year cash vs. equity: cash base rose from $165k (2022) to $215k (2023) and contractually to $260k (2024), while option grant‑date fair value rose from $81k (2022) to $255k (2023); indicates increased use of equity mixed with higher fixed pay .
- Shift to RSUs vs. Options: Company disclosures list options; RSUs/PSUs are not disclosed for Wesolowski; incentives appear primarily option‑based and time‑vested .
- Performance metrics: No formal metric‑based annual incentive plan disclosed for Wesolowski; 2023 bonus ($67k) appears discretionary, not target‑metric driven .
Vesting Schedules and Insider Selling Pressure
- Time‑based vesting across multiple grants (2017–2023) with expirations in 2027, 2028, 2029, 2030, 2031, 2032, and 2033 suggests recurring annual vest events; the Oct 21, 2024 grant vests 20% per year through 2028 .
- Near‑term expirations (2027–2029) on smaller grants (e.g., 15,000 @ $4.00 expiring 2027; 7,500 @ $8.00 expiring 2028; 2,500 @ $9.00 expiring 2029) could create exercise decisions; policy restricts cashless sells during blackout and prohibits pledging/derivatives, moderating forced‑sale risk .
Equity Ownership & Alignment Commentary
- Ownership rose from 69,754 (May 2024) to 217,198 shares (Aug 2025), but remains <1% of shares outstanding; vest‑eligible options within 60 days increased to 140,762 by Aug 2025, indicating meaningful equity exposure primarily through options rather than significant direct shareholdings .
- Anti‑hedging/pledging and blackout policies support alignment and reduce leverage‑induced selling pressure .
Investment Implications
- Alignment: Increasing option exposure (140,762 exercisable within 60 days as of Aug 2025) and prohibited hedging/pledging policies suggest credible alignment, though direct ownership remains <1% and incentives are time‑vested rather than performance‑conditioned .
- Retention: At‑will terms with rising base salary ($260k as of Mar 4, 2024) and regular option grants (notably 70,028 five‑year vesting grant in Oct 2024) indicate retention via continued equity refresh; absence of severance multiples or CIC cash could limit lock‑in but plan‑level acceleration provides deal‑contingent protection .
- Trading signals: Multi‑year vesting cadence through 2028 and option expirations in 2027–2033 create periodic exercise windows; the insider policy’s blackout/pre‑clearance may cluster transactions around open windows following earnings, which can be monitored for patterns when Form 4 data is accessible .
- Execution risk: Deep accounting and controls background (Yale, KPMG/KMG) and prior interim CFO experience support reliability in reporting and compliance—key for a late‑stage clinical biotech with going‑concern sensitivity noted by auditors at the company level .