Nicholas Saccomano
About Nicholas Saccomano
Nicholas A. Saccomano, Ph.D. (age 66) is President, Chief Executive Officer, and a director of OnKure Therapeutics, Inc. (OKUR). He became Legacy OnKure’s CEO in Sep 2023, President in May 2024, and has served as CEO/President and director of the combined company since the Oct 4, 2024 merger closing; he holds a B.S. from SUNY Buffalo and a Ph.D. in organic chemistry from Columbia University . OKUR is pre-revenue, reported a FY2024 net loss of $52.7 million and remains in early clinical development with lead asset OKI-219 (Phase 1a/1b), with additional single‑agent and initial combination data expected in 2H 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pfizer Inc. (Boulder; formerly Array BioPharma site) | Chief Science Officer | Aug 2019 – Jan 2022 | Led discovery/clinical development strategy at oncology site acquired from Array; portfolio strategy and partnering experience . |
| Array BioPharma Inc. | Chief Scientific Officer | May 2014 – Aug 2019 | Advanced discovery programs; integration groundwork for subsequent acquisition by Pfizer . |
| SomaLogic | Chief Technology Officer | Jul 2009 – May 2014 | Technology leadership; platform development and external partnerships . |
External Roles
| Organization | Role | Years |
|---|---|---|
| BioLoomics, Inc. | Director | Current |
| Kestrel Therapeutics, Inc. | Director | Current |
| Modulo Bio, Inc. | Director | Current |
Fixed Compensation
| Item | 2023 | 2024 | Current terms (post-merger) |
|---|---|---|---|
| Base Salary ($) | 67,709 | 462,145 | 600,000 annual base salary |
| Target Bonus (% of base) | — | — | 55% of base salary (target $330,000) |
| Actual Cash Bonus ($) | 22,000 | 279,598 | N/A |
Notes: 2024 bonuses were determined on a discretionary basis by the Board against company goals .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Key Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company performance (discretionary) | Not disclosed | N/A | $279,598 | Board discretionary assessment of corporate goals . |
| Stock Options (grant 10/4/2024) | Time-based | — | — | 542,232 options @ $18.20 | Vests 1/36 monthly starting 11/4/2024; 30,124 exercisable and 512,108 unexercised as of 12/31/2024; 10-year term to 10/3/2034 . |
| Stock Options (grants 8/30/2023; 10/15/2023) | Time-based | — | — | Prior grants @ $13.99; exercisable blocks reported | Aug 2023 grant vests 1/48 monthly from 5/1/2023; Oct 2023 blocks fully vested/exercisable counts disclosed . |
| RSUs (Legacy OnKure 2023 RSU Plan) | Service + Liquidity Event | — | Dual trigger | 4,556 unvested units (12/31/2024) | Service: 1/16 on 6/20/2023 then quarterly; Liquidity: satisfied on 181st day post-merger closing (Oct 4, 2024 + 181 days); subject to acceleration on CIC per plan . |
Additional notes:
- Nonpublic info timing: option grants around the merger were disclosed with pricing context and no evidence of spring-loading; percentage price change table provided in the proxy .
- Executive Incentive Compensation Plan was adopted in connection with the merger for future cycles; 2024 bonuses were not governed by it .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 129,223 shares (includes 126,945 options exercisable within 60 days and 2,278 RSUs vesting within 60 days); ~1.0% of Class A outstanding as of Mar 1, 2025 . |
| Shares Outstanding (basis) | 12,749,299 Class A and 686,527 Class B as of Mar 7, 2025 ; ownership table basis 12,749,299 Class A / 686,527 Class B outstanding . |
| Exercisable vs. Unexercisable Options | As of 12/31/2024: 30,124 (from 10/4/24 grant) exercisable / 512,108 unexercisable; other historical grants per table . |
| RSU Liquidity Timing | RSUs under Legacy OnKure 2023 plan meet Liquidity Event + Service; Liquidity satisfied on 181st day after 10/4/2024 (dual-trigger design) . |
| Hedging/Pledging | Company policy prohibits short sales, derivatives, hedging, pledging, and margining of company stock by insiders . |
| Lock-up (post-merger) | Certain executives and directors entered 180‑day lock-ups following the merger closing . |
Recent insider trading (indicative of selling pressure):
- Sep 22, 2025: Sold 88 shares at weighted avg $2.6235 to cover tax withholding upon RSU vesting (Form 4) .
- Jan 27, 2025: Form 4 filed (changes in beneficial ownership reported) .
Employment Terms
| Provision | Non‑CIC Termination (company without cause / good reason) | CIC Termination (3 months before to 12 months after CIC; company without cause / good reason) |
|---|---|---|
| Cash Severance | 1.0x base salary lump sum | 1.5x base salary + 1.5x target bonus lump sum (CEO rate) |
| COBRA | Company-paid/reimbursed up to 12 months | Company-paid/reimbursed up to 18 months (CEO) |
| Equity Acceleration | None specified beyond plan terms | 100% acceleration of unvested time-based equity; performance awards per plan provisions |
| 280G Treatment | Best‑net (pay full or cut-back to avoid excise tax); no tax gross‑ups | |
| Clawback | Compensation Committee authorized to approve or revise clawback policy |
Plan-level change-in-control mechanics provide full vesting if awards are not assumed; director awards accelerate on CIC under the outside director policy .
Board Governance
| Attribute | Detail |
|---|---|
| Board Seat | Class I director; nominated for term expiring 2028 . |
| Independence | Not independent due to role as CEO/President . |
| Board Leadership | Chair is independent (Andrew Phillips); chair/CEO roles are separated . |
| Committees | Not listed as a member of Audit, Compensation, or Nominating & Governance; those committees consist of independent directors . |
| Attendance | All directors met ≥75% attendance in FY2024 . |
| Director Compensation | Employee directors (incl. Saccomano) are ineligible for director cash retainers; compensation is reported under Executive Compensation . |
Dual-role implications: Saccomano serves as CEO and director (not Chair). Independence and committee oversight appear preserved via an independent Chair and fully independent key committees .
Performance & Track Record
| Period | Company execution highlights |
|---|---|
| 2024–2025 | Advanced OKI‑219 into Phase 1a/1b; preliminary safety/PK showed no hyperglycemia, stomatitis, or rash at reported cut-off; steady-state exposures at 900 mg BID suggested near-continuous pAKT EC80 coverage; Part B (fulvestrant combo) initiated in 4Q24; additional single‑agent and initial combination data expected 2H25 . |
Compensation Structure Analysis
- Mix and risk: CEO pay in 2024 was primarily equity via a large stock option grant (aggregate option fair value $8.77 million; salary $462k; bonus $280k), indicating high at‑risk pay alignment but option sensitivity to share price and dilution considerations .
- Performance metrics: 2024 cash bonuses were determined on a discretionary evaluation of corporate goals; explicit metric weightings or formulaic targets were not disclosed .
- Equity vesting cadence: The Oct 4, 2024 option grant vests 1/36 monthly (~15,062 shares/month), implying steady ongoing vest releases; RSUs satisfy a post‑merger 181‑day liquidity trigger, which can create periodic withholding-related sales (e.g., de minimis 88‑share sale) .
Related Party Transactions (context)
- No related‑party transactions specific to Saccomano were disclosed. The company disclosed PIPE participation by significant holders and a sublease with a company led by Reneo’s former CEO; all reviewed under related-person policies .
Compensation Peer Group and Advisors
- Compensation consultants: Pearl Meyer (2024) and Alpine Rewards (retained Mar 2025) for peer benchmarking and program design; specific peer group composition not disclosed in the proxy .
Say-on-Pay & Shareholder Feedback
- The 2025 proxy solicited votes on director elections and auditor ratification; no say‑on‑pay proposal was listed . The company is an EGC and smaller reporting company, which can affect timing and requirements for say‑on‑pay .
Investment Implications
- Alignment and retention: Heavy equity option grants, monthly vesting cadence, and double‑trigger CIC acceleration with 1.5x salary and bonus for the CEO suggest strong retention levers and alignment to long‑term value creation without tax gross‑ups; hedging/pledging prohibitions further support alignment .
- Near-term selling pressure: RSU liquidity schedule (181 days post‑merger) can prompt small, tax‑withholding sales around vest events (observed 88‑share sale); magnitude appears minimal to float/liquidity .
- Governance risk mitigants: Independent Chair, independent key committees, and CEO not serving as Chair reduce dual‑role governance risk despite CEO directorship .
- Execution risk vs. upside: Company remains loss‑making and pre‑revenue, but clinical progress and upcoming 2H25 data for OKI‑219 are primary catalysts that will ultimately determine whether incentive pay translates to long‑term value creation .