Thierry Chauche
About Thierry Chauche
Thierry Chauche (age 49) is Chief Financial Officer (Principal Financial and Accounting Officer) of Sagimet Biosciences (SGMT), serving since May 2024. He holds an M.S. in engineering from École des Ponts ParisTech and an MBA from the Wharton School; prior roles include CFO of Provention Bio through its 2023 sale to Sanofi, and senior finance roles at Alexion, Intercept, Novartis, and Rothschild & Cie . For 2024, SGMT’s corporate goals (clinical, pipeline, financing, operations) were achieved at 100%, and Mr. Chauche’s bonus was paid at 100% of target on a pro‑rated basis, highlighting pay–performance linkage for his first partial year . He signed SOX 302/906 certifications as principal financial officer for the latest 10‑Q, underscoring ownership over internal controls and reporting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Provention Bio (acquired by Sanofi) | Chief Financial Officer | 2021–2023 | CFO through sale to Sanofi in April 2023, signaling M&A execution experience |
| Alexion Pharmaceuticals | VP & Head of Strategic FP&A | 2020–2021 | Led enterprise FP&A in large-cap biopharma context |
| Intercept Pharmaceuticals | Finance roles (increasing responsibility) | 2017–2020 | Liver disease-focused biotech finance leadership |
| Novartis AG | Finance roles (increasing responsibility) | 2007–2017 | Global pharma financial leadership |
| Rothschild & Cie | Investment banking | 1999–2005 | Corporate finance foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships listed in executive biography |
Fixed Compensation
| Metric | 2024 | 2025 (effective Jan 1) |
|---|---|---|
| Base salary ($) | 314,545 (pro‑rated for start in May 2024) | 490,000 |
| Target annual bonus (% of base) | 40% | 40% (policy unchanged in proxy) |
| All other compensation ($) | 506 (life insurance premium) | — |
Performance Compensation
| Metric | Weighting | Target | Actual payout | Vesting/Notes |
|---|---|---|---|---|
| Corporate goals (clinical development, pipeline/platform, financing, operations) | Not disclosed (Board-set) | 40% of base (pro‑rated for 2024 service) | 125,721 (100% of target, pro‑rated) | Cash bonus paid in 2025 for 2024 performance |
Equity Awards (Grants and Outstanding)
| Award type | Grant date | Quantity | Price | Vesting terms | Expiration |
|---|---|---|---|---|---|
| Stock option (inducement) | 2024-05-06 | 587,181 | $4.28 | 25% on 2025-05-06; remainder in 36 equal monthly installments, subject to service | 2034-05-05 |
| Annual option grant | 2025-02 (Committee approval) | 69,000 | — | 48 equal monthly installments, service-based | — |
| Annual RSU grant | 2025-02 (Committee approval) | 17,000 | — | Four equal annual installments, service-based | — |
Outstanding positions at 2024 year-end:
- Options: 587,181 unexercisable; $4.28 strike; expire 2034-05-05 .
- No RSUs outstanding for Chauche at 12/31/2024 (annual RSUs approved in Feb 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 2025-04-14) | 164,777 shares; percentage shown as “*” (less than 1%) in proxy table |
| Vested vs. unvested (12/31/2024) | Options unexercisable: 587,181; exercisable: 0 at year-end |
| 10b5‑1 plans | No adoption/termination by Chauche reported for Q3 2025; disclosure lists another insider’s plan only |
| Hedging/derivatives policy | Prohibited for insiders (no short sales, no derivatives, no hedging) |
| Pledging | No pledging disclosure found in beneficial ownership/policy disclosures reviewed |
| Clawback | Dodd‑Frank compliant compensation recovery policy; up to 3‑year lookback; up to 100% recoupment for willful misconduct/fraud |
Employment Terms
| Provision | Key terms |
|---|---|
| Start date / role | CFO since May 2024 |
| Base salary / target bonus | $480,000 initial (pro‑rated 2024); 40% target bonus; raised to $490,000 effective 2025-01-01 |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason outside CIC period: cash equal to 6 months base salary + up to 6 months COBRA, subject to release |
| Change‑in‑control (CIC) economics (current) | Amended June 6, 2025: upon qualifying termination on/within 12 months after CIC: cash equal to 15 months base salary + 15 months target bonus + pro‑rated current‑year target bonus; up to 15 months COBRA; 100% vesting acceleration of equity; vested options exercisable up to 12 months post‑termination (not beyond expiry); double‑trigger structure |
| Prior CIC terms (superseded) | Proxy described 12 months base, pro‑rated target bonus, up to 12 months COBRA, 100% acceleration, 12‑month post‑term exercise; amended in June 2025 as above |
| Clawback | Compensation Recovery Policy for restatements and misconduct/fraud |
| 401(k)/deferred comp | 401(k) with company match as of 2025-01-01; no nonqualified deferred comp plans |
Compensation Structure Analysis
- Equity-heavy, service-vested mix: 2024 inducement option (25% cliff then monthly) and 2025 annual equity (options monthly over 48 months; RSUs annually over 4 years) support multi‑year retention and alignment .
- Bonus tied to corporate milestones: 2024 goals achieved at 100% resulted in pro‑rated target bonus payout; weighting specifics not disclosed, but metrics emphasize clinical and financing execution .
- Governance watch‑item: 2023 Plan expressly permits repricing of outstanding options/SARs without stockholder approval, a potential shareholder‑unfriendly provision if ever used .
Vesting Schedules and Insider Selling Pressure
- Near‑term supply points: the inducement option vests 25% on 2025‑05‑06, then monthly for 36 months; annual 2025 options vest monthly over 48 months; 2025 RSUs vest annually over 4 years—creating recurring tradeable supply if exercised/released, subject to trading windows and 10b5‑1 usage .
- Trading controls: Insider trading policy enforces quarterly trading windows, pre‑clearance, and prohibits hedging/derivatives; Q3‑2025 Item 408 report shows no 10b5‑1 activity by Chauche (reducing mechanical selling over that quarter) .
Performance & Track Record
- Financial reporting oversight: Signed SOX §302 and §906 certifications for latest 10‑Q (Q3‑2025), indicating accountability for disclosure controls and fair presentation of financials .
- Value creation linkage: 2024 corporate goals paid at 100% (pro‑rated), aligning initial year cash incentive with execution against clinical and financing milestones .
Investment Implications
- Alignment and retention: A substantial unvested option position (587,181 options at $4.28) from his 2024 inducement grant, plus 2025 annual equity (options and RSUs), ties realized value to multi‑year stock performance and continued service; vest cadence implies steady retention hooks and potential periodic supply when windows open .
- Incentive quality: Bonus is tied to operational milestones rather than subjective discretion; 2024 payout at 100% of target (pro‑rated) signals achievement of plan without over‑target discretion .
- Governance risk: The plan’s allowance for option repricing without shareholder approval is a red flag if utilized; investors should monitor any amendments or repricing actions by the Compensation Committee .
- Change‑of‑control terms: The June 2025 amendments increase CIC severance to 15 months base and 15 months bonus (plus pro‑rata bonus) with full acceleration—market‑aligned for a CFO but incrementally higher than prior proxy terms; double‑trigger mitigates windfall risk absent termination .