Mai-Britt Zocca
About Mai-Britt Zocca
Mai-Britt Zocca, Ph.D. is IO Biotech’s Chief Executive Officer and a director. She has served as CEO since January 2015 and joined the board in May 2021; she is 57 years old per the 2025 proxy . Zocca holds an M.Sc. in Biochemistry and a Ph.D. in Medicine from the University of Copenhagen and NIH/NCI, and previously founded and led multiple biotech ventures, bringing extensive oncology and immunology credentials to IO Biotech . The company’s proxies do not disclose TSR, revenue growth, or EBITDA growth for executive performance benchmarking; pay outcomes for her annual incentive have been tied to clinical, IR/business development, and capital formation objectives with 100–110% corporate goal attainment in 2024 and 2023 respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LevOss ApS | Chief Executive Officer | 2012–2017 | Led biotech operations; executive leadership experience ahead of IO Biotech founding |
| OncoNOx ApS | Founder & Chief Executive Officer | 2011–2019 | Founded and led pharmaceutical company; oncology platform development |
| DanDrit Biotech A/S | Chief Executive Officer | 2007–2010 | Led immuno-oncology-focused biotech; CEO tenure in oncology |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dansk Biotek (Danish biotech trade organization) | Director | Current (not dated) | Industry engagement; network-building and policy insights |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 540,750 | 567,788 |
| Target Bonus (% of Base) | 50% | 50% |
| Corporate Goal Attainment | 110% | 100% |
| Non-Equity Incentive Paid ($) | 297,413 | 283,894 |
| All Other Compensation ($) | 54,075 (retirement contributions) | 56,779 (retirement contributions) |
Key observations:
- Pay-for-performance alignment: 2023 payout exceeded target given 110% corporate goals; 2024 payout matched target at 100% attainment .
Performance Compensation
Annual Bonus Design (CEO)
| Metric Category | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Clinical development & commercialization prep | 50% | Company-set milestones | 100% achieved (2024) | 50% of base at 100% achievement; proportional to attainment | Cash (no vesting) |
| Investor relations, BD, stakeholder outreach | 30% | Company-set milestones | 100% achieved (2024) | As above | Cash |
| Preclinical development | 10% | Company-set milestones | 100% achieved (2024) | As above | Cash |
| Capital formation | 10% | Company-set milestones | 100% achieved (2024) | As above | Cash |
Notes:
- CEO bonus weighting is 100% corporate; no individual component .
Equity Awards (Options; time-based)
| Grant Date | Type | Shares | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 3/15/2024 | Stock Options | 750,000 | 1.65 | 25% on 3/15/2025; 1/36 monthly thereafter; 25% accel if terminated without cause; 100% accel if terminated without cause within 24 months of CoC | 3/15/2034 |
| 3/20/2023 | Stock Options | 500,000 (initially unexercisable at YE23; 218,750 exercisable at YE24) | 1.98 | 25% on 3/20/2024; 1/36 monthly thereafter; 50% accel upon CoC; 100% accel upon termination without cause within 24 months of CoC | |
| 11/4/2021 | Stock Options | 414,212 (319,288 exercisable; 94,924 unexercisable at YE24) | 14.00 | 1/48 monthly from 11/4/2021; 50% accel upon CoC; 100% accel termination within 24 months of CoC | 11/4/2031 |
| 10/15/2021 | Warrants | 366,339 (290,018 exercisable; 76,321 unexercisable at YE24) | 12.64 | 1/48 monthly from 10/15/2021; 50% accel upon CoC; 100% accel termination within 24 months of CoC; expiry in annual increments 5 years post vesting | |
| 5/27/2021 | Warrants | 210,626 (187,589 exercisable; 23,037 unexercisable at YE24) | 12.64 | 1/48 monthly from 5/27/2021; 50% accel upon CoC; 100% accel termination within 24 months of CoC; expiry in annual increments 5 years post vesting | |
| 5/27/2021 | Warrants | 10,525 (exercisable) | 19.62 | As above; expiry in annual increments 5 years post vesting | 5/27/2031 |
| 2/21/2017 | Warrants | 7,442 (exercisable) | 15.36 | Legacy grant; expiry 5 years after vest | 2/21/2027 |
| 11/23/2016 | Warrants | 8,860 (exercisable) | 13.97 | Legacy grant; expiry 5 years after vest | 11/23/2026 |
Equity Ownership & Alignment
| Metric | April 8, 2024 | April 11, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 896,075 | 1,502,751 |
| % of Outstanding Shares | 1.4% | 2.2% |
| Direct shares | 37,391 | 49,891 |
| Indirect (Zocca Consulting ApS) | 26,580 | 26,580 |
| Options/Warrants exercisable within 60 days | 832,104 | 1,426,280 |
| Company policy on hedging/pledging | Prohibited (short sales, puts/calls, margin/pledge) | Prohibited (short sales, puts/calls, margin/pledge) |
Notes:
- Company prohibits hedging and pledging by insiders, reducing alignment risk from collateralized positions .
Employment Terms
- Service agreement: CEO employment may be terminated by her with 3 months’ notice or by the company with 6 months’ notice; 12-month post-termination non-compete and non-solicit; confidentiality obligations apply .
- Clawback: Dodd-Frank compliant policy; company must recoup incentive compensation from certain executives in event of accounting restatement .
- Equity acceleration: For multiple legacy grants, 50% accelerates upon change of control and 100% accelerates if terminated without cause or for good reason within 24 months post-CoC; 2024 option grant carries 25% acceleration on termination without cause and 100% on termination without cause within 24 months of CoC .
Board Governance & Director Compensation
- Board service: Director since May 2021; CEO plus director but not Chair; independent Chairman (Peter Hirth) structure supports board independence .
- Independence: Board determined all directors except CEO (Zocca) are independent under SEC/Nasdaq rules .
- Committees: Zocca serves on no committees; audit, compensation, nominating committees comprised of independent directors .
- Board activity: 6 meetings in FY2024; each incumbent attended ≥75% of board and committee meetings .
- Director pay: Zocca receives no additional compensation for board service; non-employee director program comprises cash retainers and annual/initial stock option grants; program revised in Jan 2024 and further adjusted in Feb 2025 (share counts reduced) .
Compensation Structure Analysis
- Mix: 2024 total compensation $1.84M comprised of 31% salary, 15% cash incentive, 51% option grant fair value, 3% retirement contributions—equity remains dominant and at-risk via market price and vesting .
- YoY: Option grant fair value rose to $931,350 in 2024 from $752,850 in 2023; base increased to $567,788; cash incentive matched target (100% attainment vs 110% in 2023) consistent with disclosed corporate goal achievement .
- Performance link: CEO’s bonus is entirely corporate metric-driven (no individual component), emphasizing company milestones in clinical development, capital formation, and stakeholder engagement .
- Equity terms: Predominantly time-based options with varied acceleration features; 2024 grant adds a partial acceleration on termination without cause, which can mitigate retention pressure but introduces potential overhang re: accelerated vesting in CoC scenarios .
Ownership, Vesting & Potential Selling Pressure
- Vested vs unvested (as of 12/31/2024): Multiple grants show significant exercisable balances (e.g., 319,288 options at $14.00; 290,018 warrants at $12.64; 187,589 warrants at $12.64; 218,750 options at $1.98), alongside sizable unexercised tranches including the 750,000-share 2024 option not yet vested at year-end, implying ongoing vest cadence into 2027 .
- Policy constraints: Hedging and pledging are prohibited, which limits hedging-driven selling. Form 4 trade-level data not disclosed in the proxies; Section 16(a) compliance noted (no delinquency in 2024) .
Director & Executive Compensation Tables (Summary)
| Metric | 2024 | 2023 |
|---|---|---|
| Salary ($) | 567,788 | 540,750 |
| Option Awards ($) | 931,350 | 752,850 |
| Non-Equity Incentive ($) | 283,894 | 297,413 |
| All Other Compensation ($) | 56,779 | 54,075 |
| Total ($) | 1,839,811 | 1,645,088 |
Risk Indicators & Red Flags
- Hedging/Pledging: Explicitly prohibited by policy, reducing misalignment risk .
- Related Party Transactions: None above $120,000 since 2023 (proxy year scope) other than compensation; audit committee oversight in place .
- Clawback: Implemented; mitigates restatement-related windfalls .
- Governance separation: Independent Chair structure reduces CEO/Chair dual-role concerns; CEO not considered independent as a director .
- Section 16 compliance: Directors and NEOs complied with filing requirements during FY2024, per company’s review .
Investment Implications
- Pay-for-performance linkage is clear in cash incentives: 100–110% corporate goal attainment flowed through to actual payouts; equity-heavy mix aligns upside with clinical and capital formation milestones, which dominate IO Biotech’s value creation path .
- Significant ongoing vesting from large option grants (750,000 in 2024; 500,000 in 2023) creates predictable vest cadence that may contribute to scheduled 10b5-1 transactions; prohibitions on hedging/pledging reduce alignment concerns, but investors should monitor Form 4s for potential selling pressure around monthly vest dates .
- Change-of-control acceleration across legacy awards (50% on CoC; 100% if termination within 24 months) and full acceleration on the 2024 grant if terminated without cause within 24 months of CoC could influence deal economics and executive retention in strategic scenarios .
- Governance structure with independent chair and all key committees independent mitigates dual-role risks; CEO receives no board fees, keeping compensation entirely within executive frameworks .
Sources: IO Biotech DEF 14A (2025, 2024) and related 8-K filings. All figures and facts cited above are drawn directly from company documents .