Gregory Russotti
About Gregory Russotti
Gregory Russotti, Ph.D., age 58, is Century Therapeutics’ Chief Technology and Manufacturing Officer (CTMO) since December 2023; he served as Interim President & CEO from April–December 2023 and was Chief Technology Officer from January 2020 to December 2023 . He holds a B.S. and M.S. in chemical engineering from Rensselaer Polytechnic Institute and a Ph.D. in biochemical and chemical engineering from Rutgers University, with prior technical leadership roles at Celgene and Merck and industry honors including AIMBE Fellow and cell therapy manufacturing awards . Executive incentives are tied to corporate goals (pipeline/platform development, manufacturing, business development, financing), with 2024 goals achieved at 105% and 2023 at 85%, driving annual cash incentive payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Therapeutics (IPSC) | Interim President & CEO | Apr 2023–Dec 2023 | Led company during CEO transition; responsibilities reset to CTMO upon new CEO appointment |
| Century Therapeutics (IPSC) | Chief Technology & Manufacturing Officer | Dec 2023–Present | Oversees manufacturing and technical operations for iPSC-derived cell therapies |
| Century Therapeutics (IPSC) | Chief Technology Officer | Jan 2020–Dec 2023 | Led technology development; preceded interim CEO role |
| Celgene Corporation/Celgene Cellular Therapeutics | VP Cell Therapy Technical Development; VP Cell Therapy Development & Operations; VP/ED Technical Operations | 2011–2019 | Led process development, scale-up, and operations in cell therapy |
| Merck & Co. | Senior/Investigator roles, Process Development (Vaccines/Biologics) | 1991–2006 | Oversaw process development for vaccines/biologics |
External Roles
| Organization/Institution | Role | Years | Notes |
|---|---|---|---|
| NSF Center for the Manufacturing of Advanced Therapeutics (Georgia Tech) | Executive Committee Member | Current | Industry-academic leadership in advanced therapeutics manufacturing |
| Dynamk Capital | Scientific Advisory Board Member | Current | Strategic advisory in biopharma investing |
| AIMBE | Fellow | Awarded 2019 (honors include 2011, 2013 awards) | Recognized for leadership in cell therapy manufacturing |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $564,364 | $542,500 (reported) ; annual rate set to $546,000 effective Mar 1, 2024 |
| Target Bonus (% of base) | 45% (increased from 40% during interim CEO period) | 45% |
| Actual Annual Cash Incentive Paid ($) | $275,000 (paid Q1 2024 for 2023 performance) | $256,331 (paid Q1 2025 for 2024 performance) |
Performance Compensation
| Year | Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 | Corporate goals: pipeline/platform, financing, ops, BD, IP, visibility | 100% of target | 85% achievement | $275,000 cash incentive | Paid in Q1 2024 |
| 2024 | Corporate goals: pipeline/platform, manufacturing, BD, financing | 100% of target | 105% achievement | $256,331 cash incentive | Paid in Q1 2025 |
| Equity – Options | 25% cliff at 1-year; remaining 75% monthly over 36 months | — | — | — | Subject to continuous service |
| Equity – RSUs | 25% at 1-year; remaining 75% quarterly over three years | — | — | — | Subject to continuous service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 987,632 shares (287,959 common; 606,900 options exercisable within 60 days; 92,773 shares held by the Gregory Russotti 2021 Family Trust) |
| Ownership as % of Outstanding | <1% of 86,158,758 shares outstanding (as of Apr 16, 2025) |
| Hedging/Pledging | Prohibited for executives/directors (no hedging, short sales, margin accounts, or pledging) |
| Clawback Policy | Applies to Section 16 officers; recoupment for restatements and misconduct/fraud (up to 3 fiscal years) |
| Delinquent Filings | One Form 4 for Russotti filed late on July 31, 2024 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 3/18/2020 | 7,731 | — | 1.03 | 03-17-2030 | — | — |
| 4/16/2021 | 88,678 | 12,669 | 7.27 | 04-15-2031 | — | — |
| 1/25/2022 | 76,556 | 28,444 | 13.15 | 01-25-2032 | — | — |
| 2/2/2023 | 80,204 | 94,796 | 4.64 | 02-02-2033 | — | — |
| 4/12/2023 | 132,807 | 185,943 | 2.91 | 04-12-2033 | — | — |
| 3/7/2024 | — | 146,000 | 5.315 | 03-07-2034 | 24,000 | $24,240 (based on $1.01 close) |
Notes:
- Options generally vest 25% at first anniversary of grant, then 36 equal monthly installments; RSUs vest 25% at first anniversary, then quarterly over three years .
- Early exercise feature utilized on a 2020 option; 7,731 unvested restricted shares remained outstanding under that award at year-end .
Employment Terms
| Provision | Key Terms |
|---|---|
| Current Role & Pay Setting | Appointed CTMO effective Dec 4, 2023; base salary approved at $525,000 and annual target bonus 45% (effective upon role change) |
| Employment Agreement (May 26, 2021) | Initial base salary $430,700; initial annual bonus opportunity 40% |
| Severance (Without Cause/Good Reason) | 9 months base salary and COBRA premium payments; payment of accrued/unpaid salary and any earned prior-year bonus |
| Change-in-Control (Qualifying Termination) | Extends salary/COBRA continuation from 9 to 12 months; lump-sum payment equal to target annual bonus; full vesting of time-based equity on later of termination date or change in control |
| Restrictive Covenants | Proprietary Information & Assignment Agreement includes non-compete/non-solicit during employment and for nine months post-termination (Russotti) |
Investment Implications
- Pay-for-performance linkage is explicit: annual incentives tied to corporate execution metrics, with payouts flexing to goal achievement (105% in 2024; 85% in 2023) . This supports alignment but relies on board-set operational goals rather than external TSR measures.
- Equity mix emphasizes options with multi-year vesting, creating periodic vesting-driven liquidity windows; RSUs vest quarterly after the first anniversary, potentially contributing to steady insider selling capacity, albeit hedging/pledging is prohibited and clawbacks apply .
- Ownership is sub-1% with notable trust holdings and substantial options exercisable, suggesting meaningful but not controlling alignment; retention risk appears moderated by severance economics and 9‑month non-compete .
- Minor governance red flag: one late Form 4 in 2024 . Overall, compensation structure and restrictive covenants aim to balance retention with performance accountability.