Devin Smith
About Devin Smith
Devin W. Smith, age 57, serves as General Counsel and Corporate Secretary of IO Biotech, joining in January 2023. He holds a J.D. from Suffolk University Law School and a bachelor’s degree from the University of North Carolina – Chapel Hill, and previously served as SVP & General Counsel at Yumanity Therapeutics and Minerva Neurosciences, and as General Counsel of Stallergenes Greer and head of North American legal at EMD Serono (Merck KGaA) . Company incentive outcomes during 2023 were 110% achievement on corporate goals, aligning cash bonus payouts with performance . Company financial performance shows continued operating losses; EBITDA and net income were negative in FY 2023 and FY 2024 (see table below; values from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yumanity Therapeutics, Inc. | Senior Vice President & General Counsel | Jun 2021 – Jan 2023 | Helped lead sale of neuroscience assets to J&J and reverse merger with private oncology immunotherapy company |
| Minerva Neurosciences, Inc. | Senior Vice President & General Counsel | Aug 2018 – Jun 2021 | Led all legal, governance and compliance matters |
| Stallergenes Greer plc | General Counsel | Not disclosed | General counsel for global biopharma focused on allergy immunotherapy |
| EMD Serono (Merck KGaA) | Head of North American Legal | Not disclosed | Led North American legal department for biopharma division |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company board or external directorships disclosed in the proxy biography |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Non-Equity Incentive ($) | Option Awards Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2023 | 425,000 | 40% | 183,600 | 295,500 |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout | Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | Corporate goals: financing & BD (25%), clinical development (70%), research (5); Individual goals | Corporate 80%; Individual 20% | Target bonus 40% of base | Corporate goals achieved at 110% | $183,600 | Paid Q1 2024 |
Clawback: IO Biotech maintains a Dodd‑Frank compliant clawback policy applicable to incentive compensation for executive officers .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 139,079 shares via options exercisable within 60 days of April 11, 2025 (<1% of outstanding) |
| Hedging & pledging | Company policy prohibits hedging (puts/calls, short sales) and pledging/margin accounts for directors, officers, employees, and consultants |
| Stock ownership guidelines | Not disclosed in filings reviewed |
Equity Awards and Vesting
| Award Type | Grant Date | Number of Shares | Exercise Price | Vesting Schedule | Expiration | Acceleration/COC Terms |
|---|---|---|---|---|---|---|
| Stock Option | 1/12/2023 | 150,000 | $2.60 | 25% vested on 1/3/2024; remaining options vest in equal monthly installments over 36 months, subject to continued service | 1/12/2033 | 25% of unvested options vest upon termination without cause; 100% vest if termination without cause occurs within 24 months of a change of control |
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At-will; either party may terminate with 30 days’ written notice |
| Severance (no cause / good reason) | 9 months base salary; any unpaid prior-year bonus; company-paid healthcare at active employee rate for first 9 months; 25% of unvested options vest as of termination; separation agreement and release required |
| Change-of-control (CoC) | If termination without cause occurs within 24 months of a CoC, all unvested options fully vest |
| Restrictive covenants | Confidentiality (indefinite or as required by law); non-compete and non-solicit for 1 year post-termination |
| Corporate role | General Counsel and Secretary (signatory for proxy and corporate notices) |
Company Performance (context during tenure)
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| EBITDA | -$91,228,000* | -$94,924,000* |
| Net Income (IS) | -$86,083,000* | -$95,491,000* |
*Values retrieved from S&P Global.
Investment Implications
- Pay-for-performance alignment: 2023 cash incentive tied to corporate/individual goals with above-target corporate achievement (110%), resulting in payout; equity remains primarily time-based options, with vesting monthly after the first tranche .
- Retention and transaction incentives: Severance provides 9 months base; partial vesting on termination without cause, and full vesting if terminated without cause within 24 months post‑CoC, which may align incentives around strategic transactions while mitigating abrupt departures .
- Alignment safeguards: Prohibition on hedging/pledging and presence of a Dodd‑Frank clawback policy strengthen governance and reduce misalignment risk; ownership level is modest (<1%), limiting both upside alignment and potential selling pressure from large holdings .
- Execution track record: Prior roles include leading complex transactions (asset sale, reverse merger) and extensive biopharma legal leadership, supporting IO Biotech’s capital formation and clinical execution environment .