Pierre Gagnon
About Pierre Gagnon
Pierre Gagnon is Chief Operating Officer of NKGen Biotech, Inc. He has served as COO since September 2023 and previously as COO of Legacy NKGen from November 2021 to September 2023; earlier he was Global Operations Director at NKMAX beginning August 2009 and a director of NKMAX from March 2013 to June 2019 . He is 51 years old and holds a B.A. in Business Administration from the University of Quebec in Canada . NKGen did not disclose TSR, revenue growth, or EBITDA growth targets tied to Gagnon’s pay; his 2023 incentives consisted of a discretionary cash bonus and time‑based stock options under legacy plans, with no performance‑metric weighting disclosed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NKGen Biotech, Inc. | Chief Operating Officer | Sep 2023–present | Senior operations leadership at public cell therapy developer |
| Legacy NKGen (pre‑Business Combination) | Chief Operating Officer | Nov 2021–Sep 2023 | Led operations through SPAC combination period |
| NKMAX (KOSDAQ‑listed) | Global Operations Director | Aug 2009–(ongoing in NKMAX role per disclosure) | Oversaw operations at antibody/protein manufacturer |
| NKMAX | Director | Mar 2013–Jun 2019 | Board oversight at NKMAX |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ATGEN Canada, Inc. | Director | Since May 2013 | Governance and oversight for Canadian affiliate |
Fixed Compensation
Multi‑year cash and equity mix for Pierre Gagnon:
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary ($) | 300,000 | 300,000 |
| Bonus ($) | 16,000 | 60,000 (paid Oct 20, 2023) |
| Stock Options – Grant‑date Fair Value ($) | — | 844,880 |
| All Other Compensation ($) | — | — |
| Total ($) | 316,000 | 1,204,880 |
- Offer letter: $300,000 annual base salary (dated Oct 15, 2021) .
- 401(k) plan available (no company match) .
- ESPP available to employees including NEOs; broad‑based eligibility (adopted at Closing) .
Performance Compensation
Gagnon’s incentives are discretionary cash and time‑based options; no formulaic performance metrics disclosed.
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY2023) | Discretionary | N/A | N/A | N/A | $60,000 (paid Oct 20, 2023) | N/A |
| Annual Cash Bonus (FY2022) | Discretionary | N/A | N/A | N/A | $16,000 | N/A |
| Stock Options (granted Feb 3, 2023) | Time‑based | N/A | N/A | N/A | Grant‑date FV included above | 25% on one‑year anniversary (exception: vests on one‑year anniversary of Nov 1, 2021 for Gagnon); remaining 75% vests monthly over 36 months |
Equity Ownership & Alignment
Beneficial ownership and option overhang:
| Item | Value |
|---|---|
| Beneficial ownership (shares) as of July 22, 2024 | 189,808 |
| Ownership % of outstanding | <1% (“*”) |
| Options exercisable (Dec 31, 2023) | 78,375 at $6.67 expiring 2/3/2033; 11,353 at $0.32 expiring 10/23/2029 |
| Options unexercisable (Dec 31, 2023) | 72,105 at $6.67 expiring 2/3/2033 |
| Ownership guidelines | No formal executive equity ownership guidelines pre‑Closing; committee may establish guidelines post‑Closing |
| Pledging/Hedging | Insider Trading Policy adopted; no pledging by Gagnon disclosed |
Context for selling pressure: NKGen’s common stock closed at $0.487 on Jan 30, 2025 amid Nasdaq bid‑price deficiency, implying 2023 options ($6.67 strike) were deeply out‑of‑the‑money at that date .
Employment Terms
Key provisions from agreements and proxy:
| Term | Detail |
|---|---|
| Employment Agreement | Offer letter dated Oct 15, 2021; at‑will; confidentiality and dispute resolution provisions |
| Role | Chief Operating Officer |
| Base Salary | $300,000 |
| Severance (non‑CIC) | Generally ineligible for payments/benefits; only CEO has defined severance |
| Change‑of‑Control Protection | Generally ineligible (only CEO has CIC benefits) |
| Non‑compete / Non‑solicit | Not specifically disclosed; general confidentiality/dispute resolution noted |
| Indemnification | Company provides indemnification agreements for directors and officers |
Performance & Track Record
- Operational leadership and governance: Long‑tenured operations executive at NKMAX and NKGen; director roles at NKMAX and ATGEN Canada underscore governance experience .
- Execution involvement: Signed modification to East West Bank credit facility requiring $15,000,000 minimum deposit by Dec 31, 2023, evidencing direct participation in financing and covenant management as COO .
Compensation Committee Analysis
- Committee members: Kathleen Scott (Chair), Michael Klowden, Marco Gottardis; all independent non‑employee directors under Nasdaq rules .
- Responsibilities include approving executive compensation, administering equity plans, setting ownership guidelines if appropriate, and maintaining clawback policies; independence/SoX/Nasdaq compliance confirmed .
Investment Implications
- Pay‑for‑performance alignment: Incentives rely on discretionary cash bonuses and time‑based options with no disclosed revenue/EBITDA/TSR targets, limiting direct alignment to measurable outcomes; equity grants are legacy option‑heavy rather than PSU/RSU‑metric based .
- Selling pressure: As of Jan 30, 2025, the stock’s sub‑$1 price suggests 2023 options ($6.67 strike) are deeply out‑of‑the‑money, reducing near‑term exercise/sale pressure from option vesting .
- Ownership alignment: Beneficial ownership is <1% of outstanding shares; while option exposure exists, low direct ownership translates to modest “skin‑in‑the‑game” at present .
- Retention/Exit economics: Absence of severance/CIC benefits for Gagnon implies limited guaranteed payouts upon departure; retention depends on role/career prospects rather than contractual economics .
- Governance safeguards: Independent compensation committee and clawback policy oversight exist, but formal executive ownership guidelines were not in place pre‑Closing; potential future adoption may strengthen alignment .
Overall: For trading/comp signals, underwater options and low direct ownership point to limited insider‑driven selling pressure; lack of metric‑based pay may reduce visibility on performance incentives, while minimal severance suggests cost‑efficient management turnover if required .