David Happel
About David Happel
David Happel (age 63) has served as Chief Executive Officer and a Class III director of Sagimet Biosciences (SGMT) since October 2022; he holds a B.A. in chemistry from Indiana University and an M.B.A. from Indiana State University . In 2024, the Board determined corporate goals were achieved at 100% (driving full bonus payout); company milestones under his tenure included Breakthrough Therapy Designation for denifanstat in MASH (Oct 2024), positive Phase 2b FASCINATE-2 data (Jun 2024), and IND clearance for a second FASN inhibitor, TVB‑3567 (Mar 2025) . SGMT maintains separation of Executive Chairman (Kemble) and CEO roles, and the Board deems Mr. Happel not independent given his CEO position .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cognoa, Inc. | President & CEO | Mar 2020 – Oct 2022 | Led pediatric behavioral health company developing AI-based diagnostic aid (Canvas Dx) for autism . |
| Chrono Therapeutics Inc. | President, CEO & Director | Feb 2018 – Mar 2020 | Led company as chief executive and director . |
| Horizon; Raptor Pharmaceutical; Dynavax; Chiron | Executive and commercial positions | Not disclosed | Senior leadership/commercial roles at multiple life science companies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | None | — | Proxy lists “Other Public Directorships: None” for Mr. Happel . |
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2023 | 502,894 | Salary paid per Summary Compensation Table (SCT) . |
| 2024 | 582,000 | 2024 base salary in effect on Jan 1, 2024 . |
| 2025 | 630,000 | Approved in Feb 2025, effective Jan 1, 2025 . |
- 2023 base salaries were increased following the IPO; in 2024, Mr. Happel’s base remained $582,000 before the 2025 adjustment .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals (clinical progress incl. denifanstat, pipeline, financing, operations) | 100% corporate | 55% of base salary | 100% achievement | 320,100 | Paid in 2025 for 2024 performance . |
- SGMT’s Senior Executive Cash Incentive Bonus Plan allows corporate/individual metrics across operational, clinical, financial and TSR-related categories as set by the Compensation Committee; payouts require service through payment date (exceptions per agreement) .
Equity Awards
| Grant date | Vehicle | Amount | Exercise price | Vest/Term |
|---|---|---|---|---|
| Oct 17, 2022 | Stock options | 1,011,826 (548,086 exercisable; 463,740 unexercisable as of 12/31/24) | $7.15 | 25% at 1-year; then monthly (1/48th) . Exp. Oct 16, 2032 . |
| Nov 17, 2023 | RSUs | 468,683 unvested as of 12/31/24 | — | Vest in 4 equal annual installments beginning July 18, 2024 . |
| Feb 2025 | Stock options | 472,000 | — | Vest over 48 equal monthly installments . |
| Feb 2025 | RSUs | 116,000 | — | Vest in 4 equal annual installments . |
- As of Dec 31, 2024, the $7.15 option tranche was out-of-the-money versus a $4.50 stock price used for valuation in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 863,334 shares; 2.8% of 30,674,855 shares outstanding . |
| Options (as of Dec 31, 2024) | 548,086 exercisable; 463,740 unexercisable at $7.15 (exp. 10/16/2032) . |
| Unvested RSUs (as of Dec 31, 2024) | 468,683 units; market value $2,109,074 at $4.50/share . |
| 10b5‑1 and insider trading | SGMT maintains a Rule 10b5‑1 plan framework and insider trading policy . |
| Clawback (recoupment) | Policy covering Section 16 officers; recoups excess comp after restatements; up to 100% for willful misconduct or fraud; 3‑year recovery lookback; Dodd‑Frank compliant . |
Employment Terms
- Agreement dates: Employment agreement effective July 19, 2023; amended and restated June 5, 2024 .
- Core pay terms: Initial annual base salary $582,000; target bonus 55% of base salary; standard benefits .
- Severance (outside change‑in‑control): If terminated without cause or resignation for good reason, lump sum equal to 12 months base salary plus up to 12 months COBRA premiums (release required) .
- Change‑in‑control (CIC) double‑trigger (CIC period = date of CIC through 12 months post‑CIC): If terminated without cause or resigns for good reason during CIC period, (i) 18 months base salary lump sum; (ii) pro‑rated target bonus (or higher pre‑CIC target if applicable); (iii) up to 18 months COBRA; (iv) 100% acceleration of unvested equity (performance awards at target); (v) option post‑termination exercise window extended up to 12 months (release required) .
Board Governance & Service
- Class/term and committees: Class III director; term expires at 2026 annual meeting; committee memberships: none; other public directorships: none .
- Independence: Not independent due to CEO role .
- Board structure: Executive Chairman (Kemble) and CEO roles separated .
- Board process/attendance: Board (8 meetings in 2024); Comp (8); Audit (4); Nominating/CG (3); each director attended at least 75% of committee meetings on which they served in 2024 .
- Executive sessions: Independent directors meet without management present (corporate governance highlights) .
Compensation Committee & Benchmarking
- Committee leadership: Compensation Committee chaired by Dr. Beth Seidenberg; member Timothy P. Walbert; overall committee composition shown in proxy matrix .
- Consultant: In Aug 2024, the committee appointed Aon plc as independent compensation consultant after competitive process; independence assessed with no conflicts identified .
Compensation Structure Analysis
- Mix shift: 2023 total compensation included a significant stock award ($1,849,734), while 2024 included no new equity for Mr. Happel (aside from CFO inducement), producing a more cash‑heavy pay mix in 2024 (salary $582,000; bonus $320,100) ahead of fresh 2025 grants .
- Goal rigor and payouts: 2024 corporate goals achieved at 100% led to 100% of target cash incentive payout for the CEO, with objectives tied to clinical, pipeline, financing and operational milestones .
- Equity refresh: In Feb 2025, CEO received 472,000 options (48‑month vesting) and 116,000 RSUs (four annual installments), re‑enhancing long‑term alignment and retention .
- Option economics: The 2022 option grant ($7.15 strike) was out‑of‑the‑money versus the $4.50 year‑end stock price used for proxy valuations, reducing near‑term monetization pressure from options .
Related Party & Policies (Governance)
- Related party policy and indemnification: The company maintains related‑party review procedures, director/officer indemnification, and references prior investor agreements (e.g., BBA Funds nominating rights) .
- Equity plan features: 2017 plan allowed option repricing with participant consent; 2023 plan governs current equity with standard corporate transaction treatment (assumption/substitution or vesting/settlement per plan/award terms) .
Investment Implications
- Alignment and retention: CEO holds 2.8% beneficial ownership with sizable unvested RSUs and a 2025 equity refresh, plus CIC double‑trigger acceleration—strong retention levers but with meaningful payout upon strategic transactions .
- Selling pressure watchpoints: RSUs from the Nov 17, 2023 grant vest in four equal annual installments beginning July 18, 2024; additional RSUs granted Feb 2025 vest annually—expect Form 4 activity around annual vest dates; the 2022 option grant remains OTM at the $4.50 valuation used in the proxy .
- Pay-for-performance linkage: 2024 bonuses paid at 100% reflect milestone execution (clinical, financing, operations), consistent with biotech development‑stage objectives; 2025 equity awards extend performance horizon (monthly/time‑based vesting) .
- Governance quality: Separation of Chair/CEO, independent director majority, independent Comp Committee with external advisor, and Dodd‑Frank‑compliant clawback reduce governance risk; CEO not on committees mitigates pay‑setting conflicts .