Christian Elling
About Christian Elling
Christian Elling, Ph.D., age 56, has served on IO Biotech’s board since December 2015 and is currently Chair of the Compensation Committee. He is Senior Vice President and Managing Partner of Lundbeckfonden BioCapital (since April 2022) and previously Managing Partner of Lundbeckfonden Emerge (January 2017–March 2022). Earlier, he held multiple roles at 7TM Pharma A/S, and he holds an M.Sc. in Biochemistry and a Ph.D. in Pharmacology from the University of Copenhagen. IO Biotech’s board has determined that, except for the CEO, all directors (including Dr. Elling) are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lundbeckfonden BioCapital | Senior Vice President & Managing Partner | April 2022–present | Life sciences investment leadership |
| Lundbeckfonden Emerge | Managing Partner | Jan 2017–Mar 2022 | Early-stage biotech investing |
| 7TM Pharma A/S | Co-founder; VP Biology & Development; later CEO | Since 2010 | Biotech operating leadership |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| NMD Pharma A/S | Board member | Current | External public/private biotech oversight |
| SNIPR Biome | Board member; Chair | Current | Chair role signals governance leadership |
| SNIPR Holdings | Chair | Current | Chair role indicates influence across group |
| Cytoki Pharma | Board member; Chair | Current | Chair role; therapeutic focus interlocks |
Board Governance
-
Committee assignments and chair roles:
- 2024: Compensation Committee Chair; committee meetings: Audit (4), Compensation (3), Nominating & Corporate Governance (3) .
- 2023: Compensation Committee Chair; Audit, Compensation, Nominating committee compositions disclosed; meetings: Audit (6), Compensation (6), Nominating (3) .
- 2022: Compensation Committee member (chair was Priyanka Belawat); meetings: Audit (4), Compensation (1), Nominating (2) .
-
Independence status:
- Board determined all directors except CEO are independent (Dr. Elling is independent) .
-
Attendance and engagement:
- Board held six meetings in 2024; each incumbent director attended at least 75% of board and committee meetings; four of seven attended the 2024 annual meeting .
- Board held five meetings in 2023; at least 75% attendance; four of six attended the 2023 annual meeting .
- Board held six meetings in 2022; at least 75% attendance; seven attended the 2022 annual meeting .
-
Leadership structure:
- Independent Chairman (Peter Hirth) separate from CEO; duties include agenda approval, presiding over meetings, coordinating committee chairs, and shareholder engagement .
| Board Meetings Held | 2022 | 2023 | 2024 |
|---|---|---|---|
| Count | 6 | 5 | 6 |
| Committee Meetings in 2024 | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Count | 4 | 3 | 3 |
Fixed Compensation
- Non-employee director cash compensation (policy):
- Board member annual retainer: $40,000; Chair of the Board: $34,000; Committee Chairs: Audit $15,000, Compensation $10,000, Nominating $8,000; Committee Members: Audit $7,500, Compensation $5,000, Nominating $4,000 .
| Position | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Chairperson of the Board (additional) | 34,000 |
| Audit Chair | 15,000 |
| Compensation Chair | 10,000 |
| Nominating & Corporate Governance Chair | 8,000 |
| Audit Committee Member | 7,500 |
| Compensation Committee Member | 5,000 |
| Nominating & Corporate Governance Member | 4,000 |
| Elling – Fees Earned or Paid in Cash | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash ($) | 45,000 | 46,386 | 50,000 |
Performance Compensation
- Equity grant policy:
- Prior to Jan 2024: appointment grant valued at $116,000 vesting monthly over 3 years; annual grant valued at $75,000 vesting at one year .
- Jan 2024 revision: appointment option for 70,593 shares; annual option for 45,642 shares (one-year vest) .
- Feb 2025 revision: appointment option reduced to 54,357 shares; annual option reduced to 35,144 shares .
- Change-of-control: full vesting of then-outstanding director equity awards upon continuous service until change-of-control .
| Elling – Option Awards (Grant-Date Fair Value) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Options ($) | 75,238 | 67,753 | 42,068 |
| Elling – Outstanding Options (as of year-end) | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|
| Stock Options Held | 23,885 | 65,418 | 111,060 |
Other Directorships & Interlocks
- External public/private boards: NMD Pharma A/S; SNIPR Biome (Chair); SNIPR Holdings (Chair); Cytoki Pharma .
- Major shareholder interlock: Lundbeckfond Invest A/S beneficially owns 33.2% of IO Biotech; Dr. Elling is Managing Partner of Lundbeckfonden Emerge, a division of Lundbeckfond Invest A/S, and disclaims beneficial ownership of Lundbeckfond Invest A/S’s shares except to the extent of his pecuniary interest .
| Entity | Ownership/Role | Details |
|---|---|---|
| Lundbeckfond Invest A/S | 33.2% beneficial owner | Dr. Elling affiliated via Lundbeckfonden Emerge; disclaims beneficial ownership except pecuniary interest |
Expertise & Qualifications
- Deep life sciences and biotech operating experience (7TM Pharma co-founder/CEO) .
- Institutional life sciences investing leadership (Lundbeckfonden BioCapital and Emerge) .
- Scientific credentials: M.Sc. Biochemistry, Ph.D. Pharmacology, University of Copenhagen .
- Active governance roles across multiple biotech boards and as committee chair at IO Biotech .
Equity Ownership
- Beneficial ownership reflects shares and rights exercisable within 60 days of the stated dates .
| Elling – Beneficial Ownership | 2022 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 0 | 23,885 | 111,060 |
| % of Outstanding Shares | * (<1%) | * (<1%) | * (<1%) |
- Hedging/pledging: Company policy prohibits directors from short sales/hedging (e.g., puts/calls), holding stock in margin accounts, or pledging Company stock as collateral .
Fixed vs Performance Compensation Mix (Observations)
- Year-over-year director equity grants moved from valuation-based awards (pre-2024) to fixed-share options (2024), with further share reductions in 2025, preserving equity pool and aligning with market practice .
- Elling’s director equity grant fair value decreased from $75,238 (2022) to $42,068 (2024), while cash fees rose to $50,000 in 2024, reflecting mix shifts as committee chair .
Related Party Transactions and Policies
- Audit Committee reviews and approves related person transactions; none exceeding $120,000 involving directors/executives/5% holders since Jan 1, 2023 (2025 proxy) and since Jan 1, 2022 (2024 proxy), other than compensation arrangements .
- Insider Trading Policy and Code of Business Conduct and Ethics in place; Section 16(a) filing compliance reported for 2024 .
Compensation Committee Analysis
- Composition and leadership: Elling (Chair), with Hirth and Glaub as members in 2024 .
- Use of independent compensation consultant: Radford engaged to assist evaluation of executive compensation program (ongoing) and originally engaged for post-IPO director compensation program design .
Governance Assessment
-
Strengths:
- Independent director and Compensation Committee Chair with consistent ≥75% attendance; robust committee activity and independent board leadership via an independent Chairman .
- Clear director compensation framework with recent share reductions and standardized fees; change-of-control vesting disclosure; prohibition on hedging/pledging aligns incentives with long-term holders .
- No material related party transactions; explicit Audit Committee oversight of related person transactions .
-
Potential conflicts and RED FLAGS:
- Affiliation with Lundbeckfond Invest A/S, a 33.2% shareholder, via Lundbeckfonden Emerge creates a potential influence/interlock risk; however, Elling disclaims beneficial ownership and board maintains independence determination .
- Multiple external chair roles (SNIPR Biome/SNIPR Holdings/Cytoki) increase time commitments; monitoring attendance and engagement remains important; current disclosures show ≥75% attendance .
-
Monitoring signals for investors:
- Track any related person transaction disclosures tied to Lundbeckfond Invest or Elling-affiliated entities (none reported since 2023/2022 thresholds) .
- Review future changes to director equity grant sizes or vesting terms (2025 reductions suggest equity pool stewardship) .
- Continue observing Compensation Committee decisions and use of Radford to ensure pay-for-performance alignment in executive comp .