Ronald Martell
About Ronald Martell
Ronald A. Martell, age 63, has served as President, Chief Executive Officer and Director at Jasper Therapeutics since March 2022, bringing 30+ years of biotech leadership across commercialization, M&A and company-building . During his tenure, Jasper introduced performance-linked equity (PRSUs) and maintained a pay-for-performance bonus plan tied to R&D, CMC and corporate milestones; 2024 “compensation actually paid” for the CEO rose alongside improved TSR, with a $100 investment growing to $343 by year-end 2024 versus $63 in 2023, while the company reported a 2024 net loss of $71.3 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MorphImmune, Inc. | CEO & President; Director | 2021–2022 | Led platform company advancing ligand-linked immune payloads |
| Nuvelution Pharma, Inc. | President & CEO | 2019–2021 | Ran development-stage biopharma platform |
| Indapta Therapeutics, Inc. | Co-Founder & Executive Chairman | 2017–2022 | Built NK-cell immunotherapy company |
| Orca Bio | Co-Founder & Executive Chairman | 2016–2019 | Established cell therapy firm; board leadership |
| Achieve Life Sciences, Inc. | Co-Founder & CEO | 2015–2017 | Led merger with OncoGenex Pharmaceuticals |
| Sevion Therapeutics, Inc. | CEO | 2014–2015 | Public-company CEO experience |
| NeurogesX, Inc. | President & CEO | 2012–2013 | Sold assets to Acorda Therapeutics |
| Poniard Pharmaceuticals, Inc. | CEO | 2010–2013 | Led oncology company operations |
| ImClone Systems | SVP, Commercial Operations; Office of the CEO | Prior to 2010 | Built commercial operations; launched Erbitux with BMS and Merck KGaA |
| Genentech, Inc. | Group Manager, Oncology | Prior to ImClone | Launched Herceptin and Rituxan; built oncology franchise |
| Roche Pharmaceuticals | Various roles | Early career | Commercial experience foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plus Therapeutics (Nasdaq: PSTV) | Director | 2016–2019 | Governance oversight at public biotech |
| MorphImmune, Inc. | Director | 2021–2022 | Board role concurrent with CEO |
| Multiple startups (Indapta, Orca Bio) | Executive Chair / Co-Founder | 2016–2022 | Company formation and strategic direction |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $695,255 | $727,272 |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Annual Bonus Paid ($) | $312,917 | $309,091 |
| Perquisites / Tax Gross-Ups | None disclosed; no tax gross-ups policy | None disclosed; no tax gross-ups policy |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Aggregate corporate goals (SU/IU trial data; asthma enrollment; BEACON/SPOTLIGHT cohort expansion; CMC; research; finance/BD/HR) | Not disclosed | 50% of salary | 85% attainment | $309,091 | Cash (annual) |
| Stock Options (2/15/2024 grant) | Equity value creation | Not applicable | N/A | N/A | N/A | 100,000 shares; 25% vest on 2/15/2025; then monthly (1/48th) |
| Stock Options (6/10/2024 grant) | Equity value creation | Not applicable | N/A | N/A | N/A | 10,000 shares; 25% vest on 6/10/2025; then monthly (1/48th) |
| Performance RSUs (6/10/2024) | Stock price ≥$35 for 30 consecutive days by 6/10/2026 | Not applicable | $35 close for 30 days | Not yet disclosed | Not applicable until met | 20,000 PRSUs vest in full upon trigger |
Clawback: Jasper maintains a clawback policy aligned with SEC/Nasdaq Rule 10D-1 to recoup erroneously awarded incentive-based compensation following an accounting restatement .
Hedging/Pledging: Hedging, short sales and pledging of Jasper stock are prohibited for directors and employees; Rule 10b5-1 plans may be used for pre-cleared trading .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 299,352 shares (2.0% of outstanding) |
| Directly Owned | 33,118 shares |
| Options Exercisable within 60 days (as of 4/30/2025) | 266,234 shares |
| Vested vs Unvested (12/31/2024 snapshot) | 3/21/2022 option: 117,173 exercisable / 53,259 unexercisable at $35.40; 2/2/2023 option: 50,133 / 59,250 at $17.80; 3/17/2023 option: 21,869 / 28,130 at $18.70; 2/15/2024 option: 100,000 unexercisable at $17.95; 6/10/2024 option: 10,000 unexercisable at $23.95; PRSUs: 20,000 units |
| PRSUs Market Value (12/31/2024) | $427,600 (20,000 × $21.38 close) |
| Options In-the-Money Value (illustrative) | At $21.38 close: $17.80 strikes ≈ $3.58 intrinsic × exercisable/eligible shares; $18.70 strikes ≈ $2.68 intrinsic; $35.40 and $23.95 strikes out/near money; calculation based on exercise prices and 12/31/2024 close |
| Stock Ownership Guidelines | Not disclosed in proxy |
| Pledging/Hedging | Prohibited under Insider Trading Policy |
| 10b5-1 Trading Plans | Allowed under policy with pre-clearance |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (A&R) | Amended and restated on 6/10/2024; at-will employment; base salary $727,272 with 50% target bonus |
| Severance (non-CIC) | If terminated without Cause or for Good Reason: 18 months base salary; up to 18 months COBRA premiums; subject to release |
| Change-in-Control (double trigger) | If terminated within 24 months post-CIC: 18 months base + 1.5× target bonus; full vesting of time-based equity; performance-based vesting deemed satisfied at target; up to 18 months COBRA; subject to release |
| Clawback | Recovery of incentive-based compensation upon restatements per Rule 10D-1 |
| Non-compete / Non-solicit | Not disclosed |
| Arbitration | Employment agreement provides for arbitration in San Francisco (2022 agreement) |
| Section 280G (Excise Tax) | Best-net cutback vs full pay depending on after-tax value; specified reduction order |
| Insider Trading | Hedging, short-selling, options on Jasper stock, margin pledging prohibited |
Board Governance
- Board Service: Class III Director since 2022; term expires at the 2027 annual meeting .
- Committee Roles: None listed for Mr. Martell; he is not independent as an executive officer .
- Chair/Independence: Non-employee Chairperson (Tom Wiggans); majority independent board; Martell not independent .
- Attendance: In FY2024, the board held six meetings, and each director attended at least 75% of board and committee meetings; Martell attended the 2024 annual meeting .
Director Compensation
- Employee directors receive no additional compensation for board service .
Compensation Structure Analysis
- Mix shift: 2024 introduced PRSUs with a price trigger ($35 for 30 consecutive days by 6/10/2026), adding explicit stock price alignment to the CEO’s long-term incentives .
- Cash vs equity: CEO equity awards in 2024 comprised option grants and PRSUs ($438,000 fair value for PRSUs; options fair value $1,740,640) alongside stable cash compensation .
- Pay-for-performance: Annual bonus funded at 85% tied to clinical and operational milestones, signaling disciplined payout calibration .
- Governance protections: Double-trigger CIC; robust clawback; hedging/pledging bans; no tax gross-ups .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory vote on NEO compensation with board recommendation “FOR”; frequency recommendation “One Year” . Historical approval percentages not disclosed in the 2025 proxy.
Equity & Compensation Data
| Metric | 2023 | 2024 |
|---|---|---|
| CEO Summary Compensation Total ($) | $3,369,990 | $3,215,003 |
| Compensation Actually Paid (CAP) to CEO ($) | $2,415,149 | $3,843,460 |
| Average CAP to Non-PEO NEOs ($) | $762,127 | $2,487,071 |
| TSR – Value of $100 Investment | $63 | $343 |
| Net Income ($ millions) | $(64.5) | $(71.3) |
Investment Implications
- Alignment and retention: The combination of four-year vesting options, a price-triggered PRSU and robust double-trigger CIC (18 months salary + 1.5× target bonus) should support CEO retention and long-term alignment; hedging/pledging prohibitions and clawback further strengthen governance .
- Performance signals: 2024 bonus at 85% attainment reflects tangible execution progress on clinical and CMC objectives; TSR improvement in 2024 boosted CAP, signaling equity-linked value creation, but losses persist, requiring continued financing discipline .
- Selling pressure watchpoints: Upcoming vest cliffs for 2024 option grants (Feb and Jun 2025 anniversaries) and a potential PRSU vest if the $35 price trigger is met by June 2026 could create episodic insider sale capacity; Rule 10b5-1 plans can smooth activity .
- Dual-role governance: Martell serves as CEO and Director but is not Chair and not independent; board maintains a non-employee Chair and independent committees, mitigating typical dual-role concerns .
