Friedrich Graf Finckenstein
IOVANCE BIOTHERAPEUTICSAbout Friedrich Graf Finckenstein
Friedrich Graf Finckenstein, M.D., age 57, has served as Chief Medical Officer (CMO) of Iovance Biotherapeutics since July 2019. He previously led Oncology Translational Medicine at Roche Pharma Research and Early Development and held multiple clinical leadership roles at Bristol-Myers Squibb, contributing to the approval of Opdivo in lung cancer; he holds a medical degree from the University of Hamburg, a German license and pediatric board certification, with prior research at Ludwig Institute (San Diego), Children’s Hospital Los Angeles and University of Hamburg . Company performance goals tied to annual incentives were met 100% in 2023 with additional discretionary bonus tied to FDA lifileucel BLA acceptance and special RSU grants tied to BLA approval; goals were met 50% for VP+ in 2024, informing his annual payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iovance Biotherapeutics | Chief Medical Officer | Jul 2019–present | Led clinical development for TIL therapy; 2023 BLA acceptance; 2024 FDA approval recognition via special RSUs |
| Roche Pharma Research and Early Development | Global Head, Oncology Translational Medicine | Not disclosed | Led design/conduct of trials and translational/biomarker strategy |
| Bristol-Myers Squibb | Clinical leadership roles | Not disclosed | Key contributions to Opdivo approval in lung cancer |
| Ludwig Institute (San Diego); Children’s Hospital LA; University of Hamburg | Cancer research | Not disclosed | Basic cancer research; academic credentials |
External Roles
None disclosed in company filings for public company directorships or committee roles .
Fixed Compensation
Summary Compensation (USD) – Iovance Named Executive Officer (F. Graf Finckenstein)
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $468,333 | $550,000 | $585,750 |
| Bonus (discretionary/non-performance) | — | $188,000 | $52,718 |
| Stock Awards (RSUs grant-date FV) | $940,001 | $522,788 | $333,750 |
| Option Awards (grant-date FV) | $2,691,910 | $627,379 | $464,588 |
| Non-Equity Incentive Plan Compensation (Annual Bonus Earned) | $169,200 | $308,000 | $316,306 |
| All Other Compensation | $11,600 | $12,200 | $13,200 |
| Total | $4,281,044 | $2,208,366 | $1,766,312 |
Performance Compensation
Annual Incentive Outcomes
| Metric | 2019 | 2020 | 2021 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary Used for Bonus Calc | $450,000 (hire agreement) | $450,000 (derived from 40% target $180,000) | $470,000 (“2021 bonus eligible salary”) | $585,750 | $612,109 |
| Target Bonus % | 40% | 40% | 40% | 45% | 45% |
| Target Bonus $ | Prorated $81,863 | $180,000 | $188,000 | $263,588 | $275,449 |
| Company Performance Achievement | 100% | 50% | 90% | 100% | 50% (VP+ cohort) |
| Individual Performance Adjustment | — | — | — | +20% of target ($52,719) | — |
| Total Actual Bonus | $82,500 (101% of target, prorated) | $90,000 (50%) | $169,200 (90%) | $316,306 (120%) | $137,725 (50%) |
| Vesting/Timing | Paid Mar 13, 2020 | Paid Jan 31, 2021 | Paid Feb 24, 2022 | Approved Feb 26, 2024 | Approved Mar 5, 2025 |
Performance Metrics Framework (qualitative, weights not disclosed): Clinical/regulatory (lifileucel BLA progression/approval), late/early-stage milestones, publications/presentations, budget discipline, manufacturing/commercial readiness and launch objectives .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: 2025 Proxy)
| Component | Amount |
|---|---|
| Shares owned (direct) | 92,913 |
| RSUs issuable upon vesting (within 60 days) | 12,695 |
| Options exercisable (currently or within 60 days) | 472,811 |
| Total beneficial ownership | 578,419 (less than 1% of class) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | RSUs Not Vested (#) | Notes |
|---|---|---|---|---|---|---|---|
| Stock Options | 03/02/2023 | 54,685 | 39,065 | $7.12 | 03/02/2033 | 19,533 | RSUs MV shown separately |
| Stock Options | 01/14/2022 | 61,874 | 5,626 | $15.49 | 01/14/2032 | 2,813 | RSUs MV shown separately |
| Stock Options | 01/04/2021 | 100,000 | — | $46.26 | 01/04/2031 | — | — |
| Stock Options | 01/03/2020 | 75,000 | — | $25.54 | 01/03/2030 | — | — |
| Stock Options | 07/18/2019 | 160,000 | — | $25.78 | 07/18/2029 | — | Initial grant |
| RSUs | 03/01/2024 (Special + Annual) | — | — | — | — | 128,907 | Special BLA RSUs vest 6m and 12m; annual RSUs 3-year schedule |
General Vesting: Equity awards typically vest 1/3 on first anniversary then in equal quarterly installments for two years; Special BLA recognition RSUs vest 50% at 6 months, 50% at 12 months .
Hedging/Pledging: Executives prohibited from hedging, margin purchases, or pledging company stock under the Insider Trading Policy; no ownership guideline requirement (no mandated multiple of salary) .
Insider Transactions and Selling Pressure
- Recent Form 4 events reflect RSU vesting with mandatory share withholding for taxes (no open-market sales): on 09/02/2025, 3,907 and 8,790 RSUs converted; shares withheld to satisfy taxes; remaining RSU balances of 7,813 (Mar 2, 2023 grant) and 52,738 (Mar 1, 2024 grant) continue to vest quarterly .
- These events indicate mechanical tax withholding rather than discretionary selling; continued quarterly vesting implies ongoing, predictable non-open market dispositions for withholding .
Employment Terms
- Status: At-will employment under Executive Employment Agreement (May 18, 2019) .
- Severance (no change-in-control): Six months of then annual base salary upon termination without cause or resignation for good reason, subject to release/compliance .
- Change-in-Control (modified double-trigger): If terminated without cause or resigns for good reason within six months before or within 12 months after a change-in-control, receives severance as above; time-based unvested stock options fully vest; three months to exercise vested options .
- Estimated Payments (as of 12/31/2024 using $7.40 stock price): Cash severance $306,055; equity acceleration upon change-in-control $2,357,935; death/disability would accelerate equity as well .
- Clawback: Company adopted SEC/Nasdaq-compliant clawback policy on Nov 17, 2023; applies to incentive-based compensation received on/after Oct 2, 2023 in event of accounting restatement; outlines recovery period, calculation and recoupment sources .
- Other policies: No tax gross-ups except certain relocation benefits; no option re-pricing without shareholder approval; independent Compensation Committee and advisor; executives prohibited from hedging/pledging stock .
Compensation Structure Analysis
- Mix shift: After a large option grant in 2021 ($2.69M FV), grants in 2022–2023 included both options ($627k in 2022; $465k in 2023) and RSUs ($523k in 2022; $334k in 2023), plus special RSUs in 2024 tied to FDA approval, indicating increasing use of RSUs to recognize milestone achievements .
- Pay-for-performance integrity: 2023 corporate goals met 100% with additional discretionary 20% adjustment tied to lifileucel BLA acceptance; 2024 payout set at 50% for VP+ reflecting partial goal achievement, with no individual upward adjustment—supports alignment of payouts with operational outcomes .
- Ownership alignment: Significant option overhang with long-dated expirations; sizable unvested RSUs vesting over near term; prohibitions on hedging/pledging reduce misalignment risk .
Investment Implications
- Alignment: Performance-tied cash bonuses and milestone RSUs (BLA approval) support alignment; absence of ownership minimums offset by material equity holdings and prohibitions on hedging/pledging .
- Near-term supply: Predictable quarterly RSU vesting likely to produce recurring tax-withholding dispositions (non-open market), not indicative of discretionary selling; monitor Form 4s for any change in pattern .
- Retention/COC risk: Severance is moderate (6 months base); modified double-trigger equity acceleration could incentivize retention through change-in-control windows while avoiding single-trigger windfalls .
- Execution track record: Recognitions tied to BLA acceptance/approval signal clinical execution; historic Opdivo experience adds credibility in oncology development .