George Kemble
About George Kemble
George Kemble, Ph.D., age 64, is Executive Chairman of Sagimet Biosciences and a Class III director, serving on the board since October 2015; he became Executive Chairman in October 2022 after serving as CEO (2015–2022) and Chief Scientific Officer (2011–2022) . He holds a B.S. in biology (Santa Clara University), a Ph.D. in microbiology and immunology (Stanford), and completed a postdoctoral fellowship at UCSF . The board has determined he is not independent due to his prior CEO role; the Chair (Executive Chairman) and CEO roles are separated at SGMT . Company TSR, revenue growth, and EBITDA growth by tenure were not disclosed in the proxy materials.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sagimet Biosciences | Chief Scientific Officer | Aug 2011–Oct 2022 | Led scientific programs from early research through licensure; integrated scientific and business leadership . |
| Sagimet Biosciences | Chief Executive Officer | Oct 2015–Oct 2022 | Transitioned company leadership; oversaw development and corporate strategy . |
| Sagimet Biosciences | Executive Chairman | Oct 2022–Present | Board leadership; oversight separate from CEO role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MedImmune LLC (AstraZeneca) | VP R&D Vaccines; SVP Research Biologics; GM California Operations | 2001–2011 | Senior leadership in biologics and vaccines; operational oversight . |
| Aviron Ltd. | Research Scientist (viral vaccines) | 1993–2001 | Research focus on viral vaccine technologies . |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Salary ($) | $404,856 | $458,630 |
| Stock Awards ($) | — | $446,220 |
| Option Awards ($) | $129,713 | — |
| Non-Equity Incentive Plan Compensation ($) | — | — |
| All Other Compensation ($) | $40,297 | $25,373 |
| Total ($) | $574,866 | $930,223 |
- Employment agreement: initial base salary $489,000; eligible for annual cash incentives; initial three-year term effective July 19, 2023, auto-renewal for one-year periods .
Performance Compensation
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|
| 3/13/2014 | 3,179 | — | $11.13 | 3/12/2024 | — | — |
| 12/17/2014 | 7,146 | — | $23.05 | 12/16/2024 | — | — |
| 10/13/2015 | 26,352 | — | $19.87 | 10/12/2025 | — | — |
| 4/28/2019 | 367,824 | — | $6.36 | 4/27/2029 | — | — |
| 4/28/2019 | 46,432 | — | $6.36 | 4/27/2029 | — | — |
| 1/27/2021 | 383,788 | 142,544 | $6.36 | 1/26/2031 | — | — |
| 10/17/2022 | 6,177 | 14,996 | $7.15 | 10/16/2032 | — | — |
| 11/17/2023 | — | — | — | — | 150,750 | $817,065 |
- Plan-level vesting mechanics: options typically vest 25% after one year, then monthly; RSUs vest in four equal annual installments; change-of-control term provides 100% accelerated vesting upon qualifying termination within 12 months post-CoC (per executive plan footnotes) .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (Shares) | % of Outstanding | Direct Shares | Options Exercisable within 60 Days |
|---|---|---|---|---|
| Apr 14, 2025 | 986,247 | 3.1% | 5,630 | 980,617 |
- Shares outstanding: 30,674,855 Series A common shares (record date Apr 14, 2025) .
- Insider trading: SGMT permits Rule 10b5-1 trading plans; trading prohibited while in possession of MNPI per insider trading policy .
- Clawback: recoupment of excess compensation on restatements; up to 100% clawback for misconduct or fraud; three-year recovery window .
- Hedging/pledging: no explicit anti-pledging/anti-hedging disclosure found in proxy; only Rule 10b5-1 and insider trading policy described .
Employment Terms
| Term | Provision |
|---|---|
| Agreement & Term | Kemble Employment Agreement effective July 19, 2023; initial three-year term; auto-renewal for one-year periods unless nonrenewed . |
| Base Salary | $489,000 annual base salary . |
| Bonus Eligibility | Eligible to receive annual cash incentive awards approved by Compensation Committee/Board . |
| Severance (Outside CoC) | Lump sum equal to 6 months of base salary + up to 6 months COBRA premiums, subject to release . |
| Severance (During CoC Period) | Lump sum equal to 12 months of base salary + up to 12 months COBRA; 100% acceleration of then-unvested equity (performance awards vest at target); option exercise window extended up to 12 months, subject to release . |
| Equity Acceleration (Plan Footnotes) | Awards accelerate to 100% upon qualifying termination within 12 months post-CoC under plan terms . |
| Indemnification | Company indemnifies directors/officers to fullest extent of Delaware law; individual indemnification agreements in place . |
Board Governance
- Class III director; term expires at the 2026 annual meeting; Executive Chairman of the Board; not independent under Nasdaq/SEC rules .
- Committee memberships: None listed for Kemble; board committees consist of Audit, Compensation, and Nominating & Corporate Governance (Kemble not on these committees); total meetings in 2024: Board 8, Audit 4, Compensation 8, NCGC 3 .
- Leadership structure: roles of Executive Chairman and CEO are separated to emphasize oversight; current CEO is David Happel .
- Historical board seat origin: Kemble and Seidenberg were elected pursuant to a 2020 Voting Agreement that terminated at IPO; BBA Funds Nominating Agreement provides certain nomination rights subject to ownership thresholds .
Director Compensation (Policy Context)
- Non-employee director policy: annual board retainer $40,000; committee retainers (e.g., Audit Chair $15,000, Compensation Chair $10,000); additional retainer for non-executive Chairperson $30,000; initial option grant $300,000 fair value and annual grant $180,000 with monthly vesting; full acceleration upon sale of the company; annual cap $750,000 first year/$500,000 thereafter .
- For Kemble specifically: 2022 all other compensation includes director fees for service as Executive Chairman and life insurance; 2023 all other compensation includes director pay pre-IPO and life insurance; amounts detailed above in Fixed Compensation table .
Compensation Committee Analysis
- Compensation Committee members: Chair Beth Seidenberg; members Merdad Parsey and Timothy P. Walbert; all independent and financially literate .
- Committee responsibilities include executive pay setting, plan administration, severance/change-of-control protections, and succession planning .
- Senior Executive Cash Incentive Bonus Plan: corporate goals may include clinical/regulatory milestones, cash flow, revenue, EBITDA, TSR, financing, operating efficiency, and HR objectives; payments contingent on company and individual performance and employment at payout .
- 2024 corporate goals achieved at 100% for NEOs (denifanstat clinical development, pipeline/platform, financing, operations); specific payouts disclosed for CEO/CFO/CMO, not for Executive Chairman .
Risk Indicators & Red Flags
- Dual-role implications: Executive Chairman is not independent; governance mitigant is separation from CEO role, but oversight independence remains a consideration .
- Clawback policy robust under Dodd-Frank, covering restatements and misconduct/fraud; supports pay-for-performance risk management .
- Related party transaction policy requires Audit Committee/Board approval for transactions >$120,000 involving insiders .
- No disclosures of hedging/pledging restrictions; monitor for any future policy updates; Rule 10b5-1 plans permitted .
- Beneficial ownership concentration and large pool of exercisable options (980,617 within 60 days) may create supply overhang risk if sales occur under trading plans; actual trading activity not disclosed here .
Investment Implications
- Alignment: Kemble’s ownership is predominantly in options (980,617 exercisable), with modest direct share holdings (5,630), aligning upside with equity but potentially increasing near-term selling capacity as awards vest/exercise windows open .
- Retention: Employment terms provide moderate severance outside CoC (6 months) and enhanced protection during CoC (12 months + full acceleration), which should reduce transition risk but increase CoC economics; full acceleration of equity at target under CoC can be dilutive .
- Governance: Executive Chairman role and non-independence warrant continued monitoring; separation from CEO is positive, and committees are fully independent, mitigating some governance concerns .
- Trading signals: Existence of Rule 10b5-1 policy suggests potential pre-programmed trading; without anti-pledging disclosure, maintain vigilance for any future pledging/hedging policies; no insider sale data provided in the proxy .