Brendan Hannah
Chief Operating Officer, Chief Business Officer, and Chief Compliance Officer at Quince Therapeutics
Executive
About Brendan Hannah
Brendan Hannah, age 40, is Quince Therapeutics’ Chief Operating Officer, Chief Business Officer, and Chief Compliance Officer, serving as Principal Financial Officer and Principal Accounting Officer since March 2023; he holds an MBA from UCLA Anderson and a BA in Economics from Colorado College . He joined Quince in May 2022, added the Chief Compliance Officer role in March 2023, and was appointed COO in October 2023; he signs SOX 302/906 certifications on the company’s 10‑Q filings, reflecting accountability for controls and financial reporting . Annual incentive payouts are tied to clinical/regulatory and strategic objectives, with 77.5% corporate achievement in 2024 driving bonus payouts; Hannah’s pay mix includes time‑based stock options vesting monthly, aligning equity compensation with retention and execution cadence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novosteo Inc. | Chief Operating Officer | Nov 2021 – May 2022 | Operational leadership in biopharma; role later integrated via Quince’s assumed awards post-merger . |
| Neuroptika, Inc. | Chief Business Officer | Jan 2019 – Oct 2021 | Business development and strategy in ophthalmic therapeutics . |
| Geom Therapeutics | VP, Operations & Strategy | Jan 2017 – Mar 2020 | Scaling operations and strategic planning in biopharma . |
| Agenovir Corporation | Head of Corporate Development | Jan 2017 – Jan 2018 | Corporate development responsibilities in antiviral platform . |
External Roles
| Organization | Role | Date | Strategic Impact |
|---|---|---|---|
| Quince Therapeutics S.p.A. | Secretary & Board Director | Sep 26, 2025 | Authorized signatory on EIB finance contract amendment, indicating governance role in EU subsidiary . |
| EryDel Italy, Inc. | Secretary & Board Director | Sep 26, 2025 | Subsidiary director and signatory on EIB letter . |
| EryDel US, Inc. | Secretary & Board Director | Sep 26, 2025 | Subsidiary director and signatory on EIB letter . |
| EryDel USA, Inc. | Secretary & Board Director | Sep 26, 2025 | Subsidiary director and signatory on EIB letter . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 425,000 (no salary increase for 2024) |
| Target Bonus (%) | 40% | 40% |
| All Other Compensation ($) | 4,000 (401k match) | 4,000 (401k match) |
Performance Compensation
Annual Incentive (Executive Incentive Bonus Plan)
| Metric | Weighting/Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|
| Corporate Objectives (clinical/regulatory/strategic) | Bonus target 40% of salary | 77.5% corporate achievement | 150,875 (2024) | Committee determination Jan 28, 2025 . |
| Corporate Objectives (prior year) | Bonus target 40% of salary | Committee discretion based on goals | 178,500 (2023) | Paid for 2023 performance . |
Long‑Term Incentives (Stock Options – Time‑Based)
| Grant Date | Shares Granted | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Feb 1, 2024 | 600,000 | 1.31 | Feb 1, 2034 | 1/48 monthly over 4 years beginning 1/1/2024 . |
| Oct 24, 2023 | 75,000 (21,874 ex., 53,126 unex.) | 0.99 | Oct 24, 2033 | 1/48 monthly over 4 years . |
| Feb 1, 2023 | 225,000 (112,499 ex., 112,501 unex.) | 0.94 | Feb 1, 2033 | 1/48 monthly over 4 years . |
| May 23, 2022 | 353,656 (228,402 ex., 125,254 unex.) | 2.98 | May 23, 2032 | 25% at 1‑yr, then monthly over 3 yrs . |
| May 19, 2022 | 47,439 (15,094 ex., 32,345 unex.) | 0.55 | Mar 23, 2032 | 25% at 1‑yr, then monthly over 3 yrs . |
Notes: “ex.” = exercisable; “unex.” = unexercisable. RSAs from 11/1/2021 had 29,744 unvested shares valued at $53,539 as of 12/31/2024 (close price $1.87) .
Equity Ownership & Alignment
| As of | Common Shares Owned | Options Exercisable within 60 Days | Aggregate Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Mar 31, 2025 | 304,652 | 674,646 | 979,298 | 2.2% |
- Insider trading policy prohibits hedging (e.g., swaps, collars) and pledging company securities as collateral; trading in publicly‑traded options (puts/calls) is prohibited, supporting alignment and reducing leverage risks .
Employment Terms
| Agreement | Term | Key Economics |
|---|---|---|
| Offer Letter (May 2022) | At‑will; initial salary and bonus eligibility; equity grant eligibility . | Base salary $425,000 (2024); target bonus 40% of salary . |
| Executive Change‑in‑Control & Severance (CiC) | CiC Period: 3 months before to 18 months after change‑in‑control . | CiC Qualifying Termination: 18 months base salary; 150% of target bonus (pro‑rated); full acceleration of unvested time‑based equity and 100% of target for performance‑based equity; 18 months COBRA cash payment . |
| Non‑CiC Qualifying Termination | Outside CiC Period . | 12 months base salary; 100% of target bonus (pro‑rated); 50% acceleration of unvested time‑based equity and 50% of target for performance‑based equity; 12 months COBRA cash payment; base salary severance paid per normal payroll schedule after an 8‑day delay . |
Insider Transactions (Trading Signals)
| Date | Type | Shares | Price ($) | Holdings After | Source |
|---|---|---|---|---|---|
| Aug 19, 2024 | Open‑market purchase (P) | 2,155 | 0.58 | 259,771 | |
| Aug 20, 2024 | Open‑market purchase (P) | 2,500 | 0.61 | 262,271 | |
| Aug 20, 2024 | Open‑market purchase (P) | 3,424 | 0.60 | 265,695 | |
| Aug 21, 2024 | Open‑market purchase (P) | 2,280 | 0.61 | 267,975 | |
| Aug 21, 2024 | Open‑market purchase (P) | 5,000 | 0.62 | 272,975 | |
| Aug 21, 2024 | Open‑market purchase (P) | 23,565 | 0.63 | 296,540 | |
| Jun 4, 2024 | Option exercise (conversion) | 30,834 | 0.55 | — |
Additional roster summaries corroborate the above purchases and option exercises; Market Chameleon and Quiver Quant reflect similar records for August 2024 transactions .
Compensation Committee Analysis
- Committee composition: Chair David A. Lamond; members Margaret A. McLoughlin, Ph.D., and Rajiv Patni, M.D.; all independent under Nasdaq and SEC rules .
- Consultant: Compensia retained to refine compensation strategy, develop peer group, and advise on executive/director pay; independence factors considered per Nasdaq rules .
- Equity grant delegation policy: CEO and COO/CBO (Hannah) authorized to grant new‑hire options on predetermined dates; grants not timed to MNPI; director grants vest on standard schedules with change‑in‑control acceleration .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting advisory vote on NEO compensation: Votes For 16,590,485; Against 800,094; Abstain 68,764; Broker Non‑Votes 14,058,309 .
- Board recommendation and disclosure of say‑on‑pay approach outlined in proxy .
Equity Ownership & Alignment Details
- Beneficial ownership breakdown includes 304,652 common shares and options exercisable within 60 days totaling 674,646; aggregate beneficial ownership 979,298 (2.2% of outstanding as of March 31, 2025) .
- Hedging and pledging prohibited for directors, officers, employees, and consultants; prohibit trading in publicly traded options on company stock (other than compensatory awards) .
Investment Implications
- Alignment: Material equity exposure through multi‑year, monthly‑vesting options and direct share ownership (979k aggregate beneficial), coupled with prohibition on hedging/pledging, supports skin‑in‑the‑game and discourages leverage risks .
- Incentive design: Annual bonuses tied to clinical/regulatory/strategic milestones (77.5% achieved in 2024); LTI fully time‑based, emphasizing retention and steady execution rather than market‑based TSR hurdles—potentially lower risk but less direct linkage to shareholder returns .
- Severance/CiC structure: Double‑trigger CiC acceleration and 18‑month salary plus 150% target bonus provide strong protection but can create windfall optics in M&A outcomes; outside CiC terms (12‑month salary, 50% equity acceleration) are moderate .
- Trading signals: August 2024 open‑market purchases at ~$0.58–$0.63 and a June 2024 option exercise indicate net accumulation during low share prices, a constructive signal for alignment and confidence; monitor future monthly vesting events for potential liquidity‑driven sales .
