Morgan Conn
About Morgan Conn
Morgan Conn, Ph.D., age 56, has served as Century Therapeutics’ Chief Financial Officer since October 14, 2024. He previously was Chief Business Officer at Pharvaris N.V. (2017–2024) and held senior business development roles at PTC Therapeutics (2001–2017). Dr. Conn holds a B.Sc. (Hons) in Chemistry and Biochemistry from the University of Toronto, a Ph.D. in Organic Chemistry from MIT (NSF and NSERC fellow), and completed a postdoctoral fellowship at UC Berkeley’s Miller Institute; early career roles included Assistant Professor in Chemistry at Amherst College with a cross appointment at UMass Amherst . For IPSC, annual incentive goals emphasize pipeline/platform development, manufacturing, business development, and financing; 2024 corporate goals were assessed at 105%, indicating a performance-focused culture rather than pure TSR/financial metrics for near-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pharvaris N.V. | Chief Business Officer | Nov 2017 – Oct 2024 | Led corporate/business development during clinical-stage scaling . |
| PTC Therapeutics | Global Head & VP, Business Development (progressed from research) | 2001 – 2017 | Built BD function; transaction and financing execution . |
| CallisBio | Founder (consultancy) | 2017 | Strategic BD and financing advisory for biopharma . |
| Amherst College / UMass Amherst | Assistant Professor in Chemistry; cross appointment at UMass | Not disclosed | Academic research/teaching; molecular & cellular biology interface . |
External Roles
No public company directorships or external governance roles were disclosed for Dr. Conn in IPSC’s filings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $470,000 | Per executive employment agreement dated Sept 20, 2024, effective Oct 14, 2024 . |
| Target Bonus % | 40% of base | Pro‑rated for FY2024 per agreement . |
| Signing Bonus | $100,000 | One-time cash bonus on appointment . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive tied to corporate goals (pipeline/platform, manufacturing, BD, financing) | Not disclosed | 40% of base (pro‑rated in 2024) | Corporate goals achieved at 105% (company-wide NEO assessment) | Conn’s individual payout not disclosed | Cash (no vesting) |
For 2024, IPSC’s Compensation Committee assessed corporate goals at 105% and approved cash payouts for named executive officers; Conn was appointed late in 2024 with pro‑rated eligibility, but his specific payout was not reported in the proxy .
Equity Ownership & Alignment
| Equity Type | Grant/Effective Date | Quantity | Exercise/Strike | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Options | Oct 14, 2024 (Effective Date) | 360,890 | Closing price on Oct 14, 2024 | 25% on first anniversary (Oct 14, 2025), remaining 75% in 36 equal monthly installments thereafter, subject to continued employment | Not disclosed |
| RSUs | Oct 14, 2024 (Effective Date) | 60,148 | N/A | 25% on first anniversary (15,037 RSUs on Oct 14, 2025), remaining 75% in equal quarterly installments over three years, subject to continued employment | N/A |
- Hedging and pledging are prohibited for executive officers and directors (no margin accounts, no derivatives, no short sales, no pledging company securities), mitigating misalignment and forced selling risk .
- Clawback policy (Dodd-Frank Section 954 compliant): company will recoup excess incentive compensation tied to financial restatements and may seek up to 100% recovery in cases of willful misconduct or fraud within a three-fiscal-year lookback .
- Equity grant timing practices avoid grants around material 8‑K/10‑Q/10‑K filings to reduce timing arbitrage risk .
Employment Terms
| Term | Baseline | Change‑in‑Control (CIC) |
|---|---|---|
| Agreement date / Effective date | Sept 20, 2024 / Oct 14, 2024 | N/A |
| Severance (cash) | 9 months base salary + COBRA premiums; payment of accrued base salary and prior-year earned but unpaid bonus | 12 months base salary + COBRA premiums + lump sum equal to target annual bonus for year of termination |
| Equity treatment | N/A | Accelerated vesting of all outstanding time‑based equity awards (vesting solely on passage of time) on the later of termination date or CIC |
| Triggers | Without cause or resignation for good reason | Within 3 months prior to or 12 months following a CIC |
| Other | If termination for cause, resignation without good reason, disability or death: only accrued/unpaid base salary owed; other benefits cease except COBRA as applicable |
Investment Implications
- Near-term supply considerations: First RSU tranche (25% = 15,037 shares) vests on Oct 14, 2025; options have a one‑year cliff on the same date, with 75% continuing monthly thereafter—monitor potential Form 4 filings and any 10b5‑1 plans around these dates for selling pressure signals .
- Alignment: A mix of options and RSUs creates retention through multi‑year vesting; anti‑pledging/hedging policy and clawback provisions strengthen alignment and reduce governance risk .
- Protection economics: Severance is moderate (9 months baseline; 12 months + target bonus under CIC with time‑based acceleration), balancing retention with shareholder protections; watch for any future amendments that increase multiples or broaden acceleration .
- Performance lens: Annual incentives prioritized operational milestones (pipeline/platform/manufacturing/BD/financing) with a 105% corporate achievement in 2024; Conn’s pro‑rated eligibility suggests pay‑for‑performance framework continuity into 2025, but his individual payout was not disclosed—track future proxies for specific CFO outcomes .
Note: We attempted to retrieve current Form 4 insider trading data for “Morgan Conn” to assess selling pressure but did not locate such data within the proxy; ongoing monitoring of SEC Forms 3/4/5 is recommended.