Charles Morris
About Charles Morris
Charles Morris, MBChB, MRCP, is Chief Medical Officer of LAVA Therapeutics (LVTX), age 60 as of March 1, 2025, and has served in this role since February 2023 (tenure as disclosed) (18:30). He is a medical oncologist with over 25 years of oncology drug development experience, with prior leadership roles at Celyad Oncology, Radius Health, PsiOxus Therapeutics, and ImmunoGen, and earlier development leadership at Allos Therapeutics and Cephalon (TREANDA approval), beginning his career at AstraZeneca (global lead for Faslodex) (18:30). Education: Bachelor of Medicine, Bachelor of Surgery and Bachelor of Medical Science in Clinical Pharmacology and Therapeutics, Sheffield University Medical School; Member of the Royal College of Physicians of London (18:30). Performance metrics such as TSR, revenue growth, and EBITDA growth are not disclosed for the executive in the proxy (18:1).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celyad Oncology | Chief Medical Officer | Apr 2021–Jan 2023 | Led CAR‑T cell therapy programs (18:30) |
| Radius Health | Chief Medical Officer | 2018–2020 | Advanced elacestrant (Onserdu) through phase 3 (18:30) |
| PsiOxus Therapeutics | Chief Development Officer | 2016–Sep 2018 | Oversaw development programs in oncology (18:30) |
| ImmunoGen | Chief Development Officer | 2012–2016 | Advanced mirvetuximab sorvatansine (Elahere) to phase 3 (18:30) |
| Cephalon | VP, Worldwide Clinical Research | Prior period | Contributed to approval of TREANDA (bendamustine) (18:30) |
| AstraZeneca | Roles of increasing responsibility; Global medical lead for Faslodex | Early career | Led global medical strategy through breast cancer approval (18:30) |
| Allos Therapeutics | Development leadership | Prior period | Contributed across solid and hematologic programs (18:30) |
External Roles
No public-company board roles or external directorships for Dr. Morris are disclosed in the proxy; executive officer biographies list only corporate roles at LVTX (18:30).
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (as of Jan 2025) |
|---|---|---|---|
| Base Salary ($) | $429,327 | $501,125 | $523,676 (Board increase in Jan 2025) |
| Target Annual Bonus (% of Base) | 40% | 40% | 40% |
Notes:
- Base salary is set by the Board and reviewed annually (18:32).
- Target bonus is based on achievement of individual and corporate goals determined by the Board (18:32) (18:36).
Performance Compensation
Annual Cash Incentive
| Year | Target (% of Salary) | Corporate Goals Attainment | Actual Payout ($) | Payout Basis |
|---|---|---|---|---|
| 2023 | 40% | Not disclosed | $152,000 | Corporate + individual objectives set by Board (details not disclosed) |
| 2024 | 40% | 70% | $140,315 | Corporate goals at 70% plus individual achievement approved by Compensation Committee (18:32) |
Equity Incentives (Options)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 02/06/2023 | 96,250 | 113,750 | 3.86 | 02/05/2033 | 52,500 vested on 02/06/2024; remainder vests in 36 equal monthly installments from 03/06/2024 |
| 01/19/2024 | 36,758 | 123,642 | 1.59 | 01/18/2034 | Vests in 48 equal monthly installments beginning 02/19/2024 |
Option Award Accounting
- Option grant-date fair values (ASC 718) for Dr. Morris: $613,626 (2023) and $196,169 (2024) (Black‑Scholes methodology per Note 12 to 10‑K) (18:31).
- Equity awards granted under the 2021 Long‑Term Incentive Plan; annual grants resumed in 2024 after new-hire grant in 2023 (18:32).
Equity Ownership & Alignment
| Item | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 03/31/2025 | 179,770 | Consists solely of options exercisable within 60 days ; outstanding shares total 26,305,295 ; percentage shown as “*” (immaterial) in proxy |
| Hedging/Pledging | Policy | Prohibited for directors, officers, and employees, including hedging, short-selling, and pledging/margin accounts (Insider Trading Policy) | |
| Clawback | Policy | Company has adopted incentive compensation clawback policy in compliance with SEC and exchange rules; SOX 304 applies to CEO/CFO for restatements due to misconduct (company-wide policy) |
Option Holdings Detail (Outstanding as of 12/31/2024):
- Total exercisable options: 96,250 (2023 grant) + 36,758 (2024 grant) = 133,008 .
- Total unexercisable options: 113,750 (2023 grant) + 123,642 (2024 grant) = 237,392 .
- No common shares are listed for Dr. Morris in the beneficial ownership table; his line item consists entirely of options exercisable within 60 days (footnote (8)) (18:43).
Employment Terms
- Employment agreement entered February 2023; initial base salary $475,000; increased to $523,676 as of January 2025; target bonus 40% of base (CMO) (18:36).
- Severance (non‑CIC): 12 months continued base salary plus up to 12 months COBRA, contingent on separation agreement and release; eligible upon termination without Cause or resignation for Good Reason (18:37).
- Severance (CIC window: 3 months prior to/12 months after CIC): 12 months continued base salary; up to 12 months COBRA; lump‑sum equal to target bonus; time‑based equity awards accelerate upon termination without Cause/resignation for Good Reason if awards are assumed/continued/substituted by surviving entity (18:37).
- 2021 Long‑Term Incentive Plan: if, in connection with a Change of Control, outstanding equity awards are not replaced by sufficiently equivalent awards, then such awards immediately vest/settle in full unless Board/Compensation Committee decides otherwise (18:37).
- Insider Trading Policy governs transactions and prohibits hedging/pledging (18:28).
Multi‑Year Compensation Summary (NEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $429,327 | $501,125 |
| Option Awards ($) | $613,626 | $196,169 |
| Non‑Equity Incentive ($) | $152,000 | $140,315 |
| All Other Comp ($) | $13,200 | $13,800 |
| Total ($) | $1,208,153 | $851,409 |
Investment Implications
- Alignment: Compensation is a mix of fixed salary and at‑risk cash/equity; options vest monthly over 48 or 36 months from 2024 onward, aligning retention with long‑term development milestones while limiting immediate liquidity due to unexercised tranches (18:33) (18:32).
- Selling pressure: Frequent monthly vesting from 2024 creates regular potential trading windows; however, hedging and pledging are prohibited, and trading is subject to the company’s Insider Trading Policy and window restrictions, tempering near‑term selling risk (18:33) (18:28) (18:27).
- Ownership: Beneficial ownership consists entirely of near‑term exercisable options (179,770) with an immaterial percentage of shares outstanding, indicating lower direct common stock exposure; alignment relies on option value rather than large outright share ownership (18:41) (18:43).
- Retention/CIC: Severance provides 12 months of base and COBRA, with CIC enhancements including target bonus and accelerated vesting (if assumed/continued) and full acceleration if awards are not replaced—supporting retention through potential strategic transactions (18:37).
- Pay-for-performance: 2024 corporate goal attainment was 70% with cash bonus paid; specific metric weights/targets are not disclosed, limiting external assessment of pay-for-performance rigor (18:32) (18:31).