Punit Dhillon
About Punit Dhillon
Punit Dhillon (age 44) is SKYE’s President & CEO (since August 2020) and a director (since January 2018; served as Chairman from December 2019 to October 2024) with prior leadership roles at OncoSec (co‑founder/CEO) and Inovio (VP Finance & Operations) . Under his tenure, SKYE pivoted to metabolic therapeutics via the August 2023 Bird Rock Bio acquisition and advanced nimacimab into a Phase 2a (CBeyond) with enrollment completed four months early in February 2025; management guides to 26‑week top‑line in late Q3/early Q4 2025 and a cash runway through at least Q1 2027 . Recent “Pay vs Performance” shows cumulative TSR values (initial $100) of $31.15 (2022), $20.92 (2023), and $21.77 (2024), alongside net losses of $(19.5)m, $(37.6)m, and $(26.6)m, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OncoSec Medical (NASDAQ: ONCS) | Co‑founder; President & CEO (exec until Mar 2018); Director (until Feb 2020) | ~2011–2020 | Raised >$250m at OncoSec; advanced registration study (KEYNOTE-695) in melanoma with Merck collaboration . |
| Inovio Pharmaceuticals (NASDAQ: INO) | VP, Finance & Operations | Sep 2003–Mar 2011 | Contributed to financings/M&A; part of >$500m raised/deals across career; large‑pharma transactions (MRK, BMY, PFE) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| YELL Canada (charity) | Co‑founder and Director | — | Entrepreneurial learning nonprofit board service . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Cash Incentive ($) | Notes |
|---|---|---|---|---|
| 2023 | 450,000 | 60% (CEO) | 270,000 | CEO bonus is 100% corporate goals; target increased to 60% effective 6/1/2022 . |
| 2024 | 458,333 | 60% (CEO) | 255,763 | Corporate goals achievement assessed at 93% for 2024 . |
| 2025 (effective 1/1) | 610,000 | Not disclosed | — | Base increase to $610k effective Jan 1, 2025 . |
Notes:
- Annual cash incentive framework: CEO 60% target (100% based on corporate objectives); other C‑level 40% (75% corporate/25% individual); 2024 corporate achievement set at 93%; individual for CFO/COO at 100% .
Performance Compensation
Equity Awards – Mix, Terms, and 2023–2024 Grants
| Grant date | Instrument | Shares/Options | Strike ($) | Vesting/Performance Conditions | Status/Other |
|---|---|---|---|---|---|
| 8/25/2023 | RSUs | 81,110 | — | Market-cap milestones: 25% at $125m, 25% at $250m, 25% at $400m, 25% at $500m; service-based; modified to market-based on 8/22/2024 | As of 12/31/2024, $125m/$250m/$400m achieved; remaining tranche tied to $500m exit milestone . |
| 9/29/2023 | RSUs | 194,270 | — | Same as above | Same status as above; unearned portion reflects remaining $500m tranche . |
| 8/25/2023 | Options | 9,013 | 3.50 | Monthly over 4 years; 100% vest on CIC | Outstanding (exercisable/unexercisable shown at 12/31/2024) . |
| 9/29/2023 | Options | 21,586 | 3.50 | Monthly over 4 years; 100% vest on CIC | Outstanding (exercisable/unexercisable shown at 12/31/2024) . |
| 2/29/2024 | RSUs | 100,000 | — | 25% at $750m mkt cap & $20/sh; 25% at $1.0bn & $25/sh; 25% at $1.25bn & $30/sh; 25% at $1.5bn & $35/sh; service-based | Market-based; grant-date fair value methodology disclosed . |
| 2/29/2024 | Options | 125,000 | 14.56 | Monthly over 4 years; 100% vest on CIC | Granted at FMV; within 4-day window of 3/4/24 8-K; +6.1% day-after price change noted . |
| 10/28/2024 | Options | 650,000 | 5.15 | Monthly over 4 years; 100% vest on CIC | Granted at FMV; within 4-day window of 10/29/24 8-K; −1.17% day-after price change noted . |
Additional details:
- 2024 modification: Board changed 8/25/2023 and 9/29/2023 RSUs from performance‑based to market‑based conditions on 8/22/2024; incremental fair value recognized in 2024 stock awards ($80,429 for Dhillon) .
- All option awards carry 10-year terms (per plan norms) and vest monthly over four years unless otherwise specified; options and RSUs accelerate in full upon Change in Control or death/disability (single-trigger) .
Annual Cash Incentives – Performance Mechanics (2024)
| Metric | Weighting (CEO) | Target | Actual/Payout |
|---|---|---|---|
| Corporate objectives (product & corporate development; glaucoma discontinuation adjusted) | 100% | 60% of base salary | Achievement set at 93%; CEO bonus derived solely from corporate metric . |
Equity Ownership & Alignment
| Holder | Direct/Common Shares | Trust/Indirect | Options exercisable (<=60 days) | Total beneficial | % Outstanding |
|---|---|---|---|---|---|
| Punit Dhillon | 160,978 | 9,343 (family trust) | 213,599 | 383,920 | 1.2% |
| Source | |||||
| Figures as of 4/18/2025 (30,974,558 shares o/s) ; footnote detail for Dhillon holdings . |
- Rule 10b5‑1 plan: Adopted March 28, 2025, allowing potential sales up to 68,846 RSU shares (through 12/31/2025), 25,000 RSU shares (through 12/31/2026), 20,322 common shares (through 12/31/2025), and 50,000 common shares (through 12/31/2026), including tax‑withholding sales upon RSU vesting .
- Anti‑hedging: Company policy prohibits short‑term/speculative transactions and hedging (e.g., exchange‑traded options) by insiders .
- Pledging: No specific pledging disclosures identified; not referenced in the proxy’s insider trading or governance sections .
Employment Terms
- Agreement: CEO employment agreement dated August 7, 2020; at‑will .
- Base salary and target bonus: Base initially $400k; raised to $450k (6/1/2022), $460k (2/29/2024), and $610k effective 1/1/2025; target annual cash incentive is 60% of base salary (100% corporate metrics) .
- Severance: If terminated by the Company other than for Cause, Death, or Disability, severance equals 24 months of then‑current base salary (no bonus multiple disclosed) .
- Change‑in‑Control: Equity awards (options/RSUs) vest in full upon a Change in Control (single‑trigger), or upon death/disability .
- Clawback: Dodd‑Frank/Nasdaq-compliant compensation recovery policy adopted for incentive pay received on/after Oct 2, 2023 in case of restatement .
Board Governance (Director Service, Committees, Dual-Role Implications)
- Board service: Director since 2018; served as Chairman from Dec 2019 to Oct 2024; CEO throughout (since Aug 2020). Independent Chairman role transitioned to Paul Grayson in Oct 2024, separating Chair/CEO functions .
- Independence: Board majority independent; Dhillon (CEO) and Andrew Schwab (affiliate of a 5% holder) are not independent .
- Committees (2024-2025):
- Audit: Jenkins (Chair, Financial Expert), Smith, Grayson .
- Compensation: Smith (Chair), Jenkins, Grayson .
- Nominating & Corporate Governance: Charych (Chair), Smith, Jenkins, Grayson .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of meetings of the Board/committees on which they served .
- Anti‑hedging policy applies to directors; insider trading policy on file .
Performance & Track Record
- Strategic execution: Acquired Bird Rock Bio (Aug 2023), re‑focused strategy on peripherally restricted CB1 inhibitor nimacimab for obesity/metabolism; IND filed within 90 days of close and cleared by January 2024; raised ~$90m thereafter .
- Clinical operations: Phase 2a CBeyond trial launched Aug 2024; enrollment completed Feb 2025 (ahead of plan); 26‑week top‑line expected late Q3/early Q4 2025; 26‑week extension for 52‑week readouts in 2026 .
- Financial outcomes: Pay vs Performance indicates cumulative TSR values of $31.15 (2022), $20.92 (2023), $21.77 (2024) and net losses of $(19.5)m, $(37.6)m, $(26.6)m, respectively .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $6.14m with $1.50m stock awards and $3.92m option awards; 2023 total $1.81m with $0.99m stock and $0.09m options—significant shift toward equity in 2024 aligned to growth stage but increases headline pay .
- Metric rigor: CEO bonus purely corporate; 2024 corporate achievement set at 93% following adjustments for glaucoma program discontinuation, indicating discretion in recalibration tied to pipeline focus .
- Award modifications: 8/22/2024 conversion of 2023 RSUs from performance‑based to market‑based; incremental fair value recognized ($80,429 for Dhillon)—a governance watchpoint as it can increase payout probability .
- Option grant timing: Company discloses grants near 8‑K events with small immediate price changes (+6.1% in March; −1.17% in Oct), asserting no “spring-loading” practices .
Related Party Transactions (Governance Watchpoints)
- 5AM Ventures: >5% holder; director Andrew Schwab affiliated; participated in 2024 PIPEs (5.21m shares in Jan; 450k in Mar); 2023 warrant amendments to allow certain cashless exercises; governance oversight via Audit Committee processes .
Equity Ownership & Director Compensation Benchmarks
- CEO ownership: 1.2% beneficial; includes 213,599 options currently/ex‑60 days exercisable; limited direct common shares (160,978) and small trust position (9,343) .
- Director comp program: Updated 2024 to increase initial/annual option awards; added one‑time 70k director retention options (Oct 2024); Grayson granted 100k market‑based RSUs tied to large cap milestones .
Employment Terms (Severance and CIC Economics)
| Provision | Terms |
|---|---|
| Severance (CEO) | 24 months of then‑current base salary if terminated by Company other than for Cause, Death, Disability (no bonus multiple disclosed) . |
| CIC equity | Single‑trigger full acceleration of options/RSUs upon Change in Control; also accelerates upon death/disability . |
| Clawback | Dodd‑Frank/Nasdaq compliant, applies to erroneously paid incentive comp on/after 10/2/2023 in restatement scenarios . |
Director Service Snapshot (Dhillon)
- Board service: Director since 2018; Chairman (Dec 2019–Oct 2024); CEO throughout (since Aug 2020); currently not a committee member, supporting independence of key committees .
- Dual‑role implications: Separation of Chair/CEO since Oct 2024 mitigates prior concentration of authority when Dhillon held both roles .
Say‑on‑Pay, Peer Group, and Committee Oversight
- Compensation consultant: Anderson Pay Advisors retained in 2024; committee develops peer group and advises pay decisions; indicates formal process and independent input .
- Say‑on‑Pay and frequency proposals on 2025 ballot; Board recommends “FOR” say‑on‑pay and annual frequency; historical vote outcomes not provided in filing .
Risk Indicators & Red Flags
- Insider selling pressure: 10b5‑1 plan (3/28/2025) includes planned sales of RSU/common shares through 2025–2026; earlier 2023 market‑cap RSUs largely vested by 12/31/2024 (first three milestones met), potentially adding sell‑able stock upon tax/withholding windows .
- Award modification: 2023 RSUs converted to market‑based in Aug 2024, increasing probability of vesting; incremental fair value recognized .
- Single‑trigger CIC acceleration: Equity vests in full on CIC—shareholder‑unfriendly vs double‑trigger market norms .
- Related party influence: Significant ownership and participation by 5AM Ventures with board representation (Schwab); monitored via committee independence .
Investment Implications
- Alignment: Dhillon’s comp is heavily equity‑based with large option overhang and RSUs tied to ambitious market‑cap/price milestones; 2024 award mix skews toward long‑dated options at lower strikes, aligning with value creation if nimacimab succeeds .
- Near‑term supply: The 10b5‑1 plan and achieved tranches of 2023 market‑cap RSUs suggest potential ongoing insider sales for liquidity/tax, a modest overhang to monitor into 2025–2026 .
- Governance: Separation of Chair/CEO and independent committee structure are positives; however, single‑trigger CIC equity and RSU condition changes in 2024 are watchpoints for pay‑for‑performance discipline .
- Execution risk: Strategy hinges on nimacimab Phase 2a readout in late Q3/early Q4 2025; TSR has been weak through 2024, and losses persist as expected for a clinical‑stage biotech; upside/leverage is highly data‑dependent .