Andrew Cittadine
About Andrew Cittadine
Andrew J. Cittadine (age 53) has served as Monopar Therapeutics’ Chief Operating Officer since June 2021, with prior roles founding and leading multiple medtech imaging companies to acquisition by Fortune Global 1000 firms . He holds BA, BS, and MS degrees from Stanford and an MBA from Northwestern’s Kellogg School of Management . Company performance during his tenure includes a 2024 total shareholder return (TSR) of $185.65 on a $100 base versus $14.35 in 2023, with Monopar not using TSR or net income/loss as primary compensation metrics . His 2024 compensation reflected partial achievement of corporate goals under the non‑equity incentive plan and an additional discretionary bonus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diagnostic Photonics, Inc. | Chief Executive Officer | 2011–2020 | VC-backed developer of advanced oncology imaging systems |
| American BioOptics | Co-founder & Chief Executive Officer | Not disclosed | Advanced oncology diagnostic screening; acquired by Olympus Medical |
| SonarMed Inc. | Interim Chief Executive Officer | Not disclosed | Neonatal respiratory monitoring; acquired by Medtronic |
| Sensant Corp. | Co-founder & VP Marketing | Not disclosed | 3D ultrasound oncology imaging; acquired by Siemens Medical |
| Alatri Group | Principal (consulting) | 2020–2021 | Advised Monopar and other life sciences; strategic options for MNPR‑101 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $360,000 | $384,800 |
| Target Bonus % | Up to 35% of base salary | Up to 35% of base salary |
| Discretionary Cash Bonus ($) | — | $50,000 |
| Non‑Equity Incentive Plan (NEIP) Payout ($) | $56,700 | $107,744 |
| Other Compensation ($) | — | — |
Performance Compensation
Non-Equity Incentive Plan
| Metric | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|
| Pre-set corporate goals (annual NEIP) | Not disclosed | Up to 35% of base salary | 2023: $56,700; 2024: $107,744 | Annual cash; based on partial achievement of goals |
RSU Grants
| Grant Date | Shares Granted | Grant-date Fair Value ($) | Vesting Schedule | Status at 12/31/2024 |
|---|---|---|---|---|
| 2023 | 15,647 | $247,223 | 6/48ths on 6/30/2023; 3/48ths per quarter thereafter | 11,073 RSUs unvested; MV $243,606 (at $22.00) |
| 2022 | 13,000 | Not disclosed | 6/48ths on 6/30/2022; 3/48ths per quarter thereafter | Not disclosed |
Stock Options – Grants and Terms
| Grant Date | Options Granted | Exercise Price ($) | Grant-date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 5/22/2024 | 5,001 | $3.07 | $12,252 | 6/48ths on 11/21/2024; 1/48th per month thereafter | 5/22/2034 |
| 2/1/2023 | 20,539 | $15.80 | $247,238 | 6/48ths on 6/30/2023; 1/48th per month thereafter | 2/1/2033 |
| 2/2/2022 | 17,001 (10,269 ex.; 10,270 unex.) | $14.00 | Not disclosed | 6/48ths on 6/30/2022; 1/48th per month thereafter | 2/2/2032 |
| 6/30/2021 | 6,000 (5,250 ex.; 750 unex.) | $29.45 | Not disclosed | 6/48ths on 11/30/2021; 1/48th per month thereafter | 6/30/2031 |
| 6/1/2021 | 14,001 (12,543 ex.; 1,458 unex.) | $28.80 | Not disclosed | 6/48ths on 11/30/2021; 1/48th per month thereafter | 6/1/2031 |
Outstanding Equity Awards at 12/31/2024
| Instrument | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Unvested RSUs (#) | Unvested RSUs MV ($) |
|---|---|---|---|---|---|---|
| Options (2/1/2023) | 10,269 | 10,270 | 15.80 | 2/1/2033 | — | — |
| Options (2/2/2022) | 12,750 | 4,251 | 14.00 | 2/2/2032 | — | — |
| Options (6/30/2021) | 5,250 | 750 | 29.45 | 6/30/2031 | — | — |
| Options (6/1/2021) | 12,543 | 1,458 | 28.80 | 6/1/2031 | — | — |
| Options (5/22/2024) | 730 | 4,271 | 3.07 | 5/22/2034 | — | — |
| RSUs | — | — | — | — | 11,073 | $243,606 (at $22.00 close) |
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Total beneficial ownership | 81,265 shares; 1.3% of outstanding |
| Options counted in ownership (vested or vest within 60 days) | 48,181 |
| Shares outstanding (record date) | 6,115,214 |
| Vested vs. unvested breakdown | Unvested RSUs: 11,073 (MV $243,606) |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Hedging/pledging policies | Short sales and short-swing transactions prohibited; Company has not adopted additional hedging instrument policies (e.g., collars/swaps) . Insider Trading Policy requires pre‑clearance and quarterly blackout windows . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | At‑will; effective 6/1/2021 |
| Base salary and bonus eligibility | Base adjusted to $384,800 (Feb 2024); eligible for annual NEIP bonus up to 35% of base salary |
| Severance (no change in control) | 3 months base salary; vested equity exercisable 6 months; healthcare continuation up to 6 months |
| Change‑in‑control (double trigger) | Lump sum 0.75× base salary + target annual bonus; healthcare up to 6 months; full acceleration of all outstanding equity awards |
| Death/permanent disability | 3 months base salary and healthcare continuation |
| Clawback provisions | Not disclosed |
| Non‑compete / non‑solicit | Not disclosed for COO; Company agreements include noninterference provisions in some executive contracts (example in CFO agreement) . |
Performance & Track Record
- Serial entrepreneur/operator in oncology imaging; led multiple companies through successful acquisitions by Olympus Medical, Medtronic, and Siemens Medical, demonstrating commercialization and exit execution .
- Appointed COO effective June 1, 2021, after consulting on MNPR‑101 strategy; brings manufacturing, quality systems, multi‑center clinical trials, and regulatory clearance experience .
Compensation Committee & Peer Benchmarking
- Compensation Committee (independent) maintained a ~20-company peer set (no external consultant engaged in 2024) to inform salaries, equity, and fees; corporate goals used for executive NEIP payouts . Say‑on‑Pay presented for the first time in 2025 as prior “emerging growth company” exemption ended .
Related Party Transactions and Governance
- No reportable related‑party transactions since January 2024 . Insider Trading Policy specifies pre‑clearance, blackouts, and Section 16 compliance procedures .
Investment Implications
- Alignment: Significant equity exposure with ongoing RSU vesting and multi-year option ladder; full acceleration on change‑in‑control increases sale‑event sensitivity, but severance multiple (0.75× salary+target bonus) is modest versus typical biotech peers, suggesting balanced retention economics .
- Incentive design: Annual NEIP linked to pre‑set corporate goals and periodic equity grants; lack of disclosed specific performance metrics and absence of a formal clawback/anti‑hedging framework (beyond short sales) are governance gaps that could dilute pay‑for‑performance rigor .
- Selling pressure: 2024 option grant at $3.07 and prior higher‑strike options (e.g., $15.80) create mixed in‑the‑money optionality; unvested RSUs (11,073) imply continuing vest‑driven supply, though pre‑clearance/blackouts mitigate opportunistic sales .
- Retention risk: Severance outside change‑in‑control is relatively limited (3 months), increasing reliance on ongoing equity vesting and NEIP payouts to retain the executive; double‑trigger acceleration protects value if ownership changes .