Helen Sabzevari
PRECIGENAbout Helen Sabzevari
Helen Sabzevari, Ph.D., age 63, is Precigen’s CEO (since Jan 2020) and a director (since Jun 2020). She holds a doctorate in cell and molecular immunology and completed postdoctoral work at Scripps Research; prior roles include senior leadership at EMD Serono and the National Cancer Institute with multiple industry recognitions . During 2024, executive pay was aligned to regulatory/commercial milestones (PRGN‑2012 BLA submission accepted; PDUFA set for Aug 27, 2025), and the Compensation Committee assessed 2024 operational and clinical/financial goals at 100% of target for bonus determination . Three‑year TSR context used for benchmarking showed PGEN’s annualized 3‑yr TSR at -32% vs peer median -40% (65th percentile for PGEN) in the 2024 review cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Precigen | President & CEO; Director | CEO since Jan 2020; Director since Jun 2020 | Led shift to milestone-tied incentives (PRGN‑2012 BLA submission/approval PSUs) and commercial build-out . |
| PGEN Therapeutics (Precigen subsidiary) | President | Dec 2017 – Dec 2022 | Drove immunotherapy pipeline from preclinical to clinic . |
| Precigen | SVP, Health Therapeutics; Head of R&D | Jul 2017 – Dec 2017 | Led R&D strategy in immunotherapy . |
| Compass Therapeutics | Co‑founder & Chief Scientific Officer | 2015 – 2017 | Built discovery/development platform in immune modulation . |
| EMD Serono (Merck KGaA) | SVP Immuno‑Oncology; Global Head of Immunotherapy, Oncology GR/ED | 2008 – 2014 | Global leadership across immuno‑oncology R&D . |
| National Cancer Institute | Lead, Molecular Immunology Group, LTIB | 1998 – 2008 | Advanced novel cancer vaccines/immunotherapies; NIH merit award . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kinnate Biopharma (KNTE) | Director | Jun 2021 – Apr 2024 | Company acquired by XOMA in Apr 2024 . |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2022 | 1,000,000 |
| 2023 | 1,000,000 |
| 2024 | 1,000,000 |
Additional 2024 CEO pay components: Stock awards $2,432,249; Option awards $1,979,514; All other compensation $20,132; Total $5,431,895 .
Performance Compensation
- Short-term incentive (2024): CEO target 150% of salary; metrics weighted 80% PRGN‑2012 development (BLA submission and commercial readiness) and 20% clinical/financial goals; payout determined at 100% of target and paid 100% in RSUs vesting May 2025 (1,079,137 RSUs; $1,500,000 value) .
| Metric | Weighting | Target | Actual/Payout | Vehicle / Vest |
|---|---|---|---|---|
| PRGN‑2012 development (incl. BLA submission) | 80% (CEO) | 2024 operational objectives | 100% of target | RSUs (1,079,137) granted Apr 2025; vest May 2025; $1,500,000 |
| Other clinical + financial objectives | 20% (CEO) | 2024 goals | 100% of target | Included in RSUs above |
- Long-term incentives (granted 2024):
| Award Type | Grant Date | Quantity/Value | Vesting / Performance |
|---|---|---|---|
| Stock Options | May 31, 2024 | 1,803,000 options; $1.40 strike | 25% at 1‑yr, then 36 equal monthly installments |
| PSUs (PRGN‑2012 milestones) | Aug 28, 2024 | 1,650,000 PSUs; $932,250 grant date value | 50% vests on BLA filing; 50% on FDA approval by 12/31/2026; 50% vested Jan 2025 upon first milestone |
- 2024 stock vested: 1,071,428 shares vested from prior RSUs; $1,499,999 value realized .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 31, 2025):
| Holder | Outstanding Shares | Right to Acquire (60‑day) | Total | % Outstanding |
|---|---|---|---|---|
| Helen Sabzevari | 2,759,109 | 7,007,835 | 9,766,944 | 3.3% |
- Outstanding equity (as of Dec 31, 2024):
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 07/17/2017 | 150,000 | — | 22.83 | 07/17/2027 |
| 01/05/2020 | 1,500,000 | — | 5.95 | 01/05/2030 |
| 01/05/2020 | 1,500,000 | — | 11.90 | 01/05/2030 |
| 01/05/2020 | 1,500,000 | — | 17.85 | 01/05/2030 |
| 02/02/2022 | 423,500 | 423,500 | 2.33 | 02/02/2032 |
| 03/24/2023 | 369,596 | — | 0.96 | 03/24/2033 |
| 04/28/2023 | 721,791 | 1,010,509 | 1.21 | 04/28/2033 |
| 05/31/2024 | — | 1,803,000 | 1.40 | 05/31/2034 |
| PSU (08/28/2024) | — | 1,650,000 PSUs | — | 50% vested Jan 2025; remainder subject to FDA approval by 12/31/2026 |
- Ownership policies and alignment:
- Hedging prohibited for directors/officers; insider trading policy prohibits short sales, publicly traded options, and hedging transactions .
- No formal executive stock ownership guidelines; Company notes belief in equity grants’ alignment and significant ownership by senior management; director‑specific ownership guidelines set at 5x annual cash retainer with holding requirements until met .
- No disclosure regarding pledging of shares in the proxy; not discussed .
Employment Terms
-
CEO Employment Agreement (effective Jan 1, 2020): base salary $1,000,000; eligible for annual bonus up to 150% of salary (Board discretion); severance upon termination without Cause or resignation for Good Reason includes 18 months base salary, pro‑rated maximum annual bonus for year of termination plus any unpaid prior year bonus, COBRA for up to 18 months, and specified equity acceleration (see below) .
-
Change-in-control and equity treatment:
- Options/RSUs: if not assumed/continued at a Change in Control, unvested awards vest in full (single‑trigger if not assumed); death/disability also provide full vesting; detailed CIC definitions provided, excluding accumulations by certain Randal J. Kirk affiliates from triggering events under the 2013 plan .
- PSUs (2024 grants): pro‑rata eligibility if terminated without Cause/for Good Reason; if CIC before 12/31/2026 and awards not assumed, target PSUs vest in full at CIC .
-
Potential payments (assuming event on Dec 31, 2024):
| Scenario | Accelerated Equity ($) | Severance Payment ($) | Prorated Bonus ($) | PTO/Other ($) | Benefits (COBRA) ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (pre‑CIC) | — | 1,500,000 | 1,500,000 | 89,904 | 14,717 | 3,104,621 |
| CIC Termination w/o Cause or for Good Reason (≤12 months post‑CIC) | 1,848,000 | 1,500,000 | 1,500,000 | 89,904 | 14,717 | 4,952,621 |
| CIC (no termination; assuming not assumed) | 1,848,000 | — | — | — | — | 1,848,000 |
| Disability | 1,848,000 | — | — | 89,904 | 630,000 | 2,567,904 |
| Death | 1,848,000 | — | — | 89,904 | 1,545,000 | 3,482,904 |
Note: Equity values based on $1.12 closing price on Dec 31, 2024, per company methodology .
Board Governance
- Board composition/leadership: Nine directors; Randal J. Kirk serves as Executive Chairman; roles of Chair and CEO are separated; James Turley is Lead Independent Director .
- Independence: With the exception of Mr. Kirk (Executive Chairman) and Dr. Sabzevari (CEO), all directors are independent under Nasdaq/NYSE standards .
- Committees: All‑independent Audit (Kindler–Chair, Hassan, Gupta), Compensation & Human Capital (Turley–Chair, Hassan, Kindler), Nominating & Governance (Alvarez–Chair, Gupta, Howell Agee) .
- Meetings/attendance: Board held 11 meetings in 2024; each director except Cesar Alvarez attended at least 75% of applicable meetings; independent directors meet in executive session at least quarterly .
- Director compensation: As an employee, Dr. Sabzevari receives no additional director compensation .
Director Compensation (for Sabzevari)
- Not applicable; CEO receives no compensation for Board service (reported in executive tables instead) .
Compensation & Incentives – Additional Detail
- 2024 short-term incentive outcome for CEO: Target $1,500,000 (150% of salary); 100% achievement; paid entirely in RSUs (1,079,137) vesting May 2025 .
- 2024 PSU award for CEO: 1,650,000 PSUs; 50% vested in Jan 2025 upon BLA submission milestone; remaining 50% tied to FDA approval by Dec 31, 2026 .
- Clawback policy adopted to comply with SEC/Nasdaq listing rules; anti‑hedging policy in place; no option repricing without shareholder approval .
Compensation Peer Group (used for 2024 review)
- 21 biotech peers (oncology/cell/gene/vaccines) screened by stage, market cap ($100mm–$1.4bn), and headcount; examples include ADAP, AGEN, ALLO, ALVR, ATRA, CRBU, FATE, GOSS, GRTS, IDYA, IBRX, INO, IOVA, LYEL, PDSB, PSTX, RGNX, SANA, SGMO, VIR, XNCR .
- Peer statistics at proposal time: 50th percentile market cap $512mm (PGEN $366mm; 46th percentile), revenue $14.3mm (PGEN $22.1mm; 51st percentile), annualized 3‑yr TSR peer -40% vs PGEN -32% (65th percentile) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96.3% “for”; committee reported no significant changes in response; continues annual advisory vote .
Related Party Transactions (Governance Considerations)
- 2024 public offering: RJ Kirk Trust (affiliate of Executive Chairman) purchased 23.5mm shares at $0.85 ($19.99mm) .
- Dec 2024 private placement: Issued 79,000 shares 8% Series A Convertible Preferred and warrants (52.67mm shares at $0.75); RJ Kirk Trust purchased 25,000 preferred shares and 16.67mm warrants; shareholder approvals sought for increased authorized shares and Mr. Kirk’s PIK dividend treatment under Nasdaq Rule 5635(c) .
Employment Terms – Key Policies
- Anti‑hedging policy for insiders .
- No formal executive stock ownership guidelines disclosed (director guidelines do exist) .
- Compensation recovery (clawback) policy adopted per SEC/Nasdaq .
Investment Implications
- High equity alignment with milestone‑linked PSUs and sizable unvested option overhang: CEO’s 2024 PSUs directly tied to PRGN‑2012 regulatory milestones (50% already vested Jan 2025); remaining 50% contingent on FDA approval by Dec 31, 2026, aligning CEO incentives to near‑/mid‑term value catalysts .
- Near‑term vesting and settlement events (Apr–May 2025 RSU issuance/vesting; Jan 2025 PSU settlement) may create potential supply overhang; trading constrained by insider policy/blackouts but vesting cadence is clear .
- Retention and severance economics: 18‑month cash severance plus pro‑rated max bonus and significant equity acceleration in CIC not assumed scenarios support retention but introduce potential cost on leadership change; modeled CEO CIC termination total $4.95mm (as of 12/31/24) with $1.85mm equity acceleration .
- Governance concentration: Executive Chairman R.J. Kirk beneficially owns ~39.7% of shares; dual role structure (Executive Chairman + CEO on the Board) mitigated by Lead Independent Director and fully independent committees, but investor should weigh control/dilution dynamics tied to recent preferred/warrant financing and authorized share increases .