Angelos M. Stergiou
SELLAS Life Sciences GroupAbout Angelos M. Stergiou
- President, CEO, and Director of SELLAS Life Sciences Group since December 2017; founder and former Chairman/Vice Chair of Private SELLAS prior to its 2017 business combination . Age 49 as of the 2025 proxy .
- Education/credentials: M.D.; Sc.D. h.c.; undergraduate in pre‑medicine/biology/chemistry; fellow/member of several medical societies .
- Performance context: pre‑commercial biotech with no recurring revenue; pay-versus-performance disclosure shows PEO Compensation Actually Paid of $667k (2022), $801k (2023), $1.333m (2024) versus cumulative TSR value of $42.68 (2022), $19.17 (2023), $18.81 (2024) and net losses of $41.3m, $37.3m, and $30.9m, respectively . The company notes it does not use net income/loss as a compensation metric given its stage; incentives focus on long-term clinical and corporate milestones .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SELLAS Life Sciences Group (post‑merger) | President, CEO, Director | Dec 2017–present | Led public company; ongoing development of WT1 peptide vaccine platform licensed from MSK . |
| Private SELLAS (pre‑merger) | Founder; Chairman (2012–Jul 2016); Vice Chairman (Jul 2016–Dec 2017); CEO/Director | 2012–2017 | Negotiated exclusive MSK license for WT1 vaccine; transferred some founder shares to MSK as consideration . |
| Genesis Life Sciences (now Genesis Research) | President & COO | 2009–2011 | Built health economics/pricing-reimbursement/market access capabilities . |
| Biovest International / Accentia Biopharmaceuticals | VP/Head of Drug Development; CMO (subsidiary) | 2004–2008 | Led Phase 3 development of BiovaxID; ASCO plenary presentation (2009) . |
| PAION AG (with Forest Labs JSC) | U.S. program lead (desmoteplase); member of joint steering/oversight committee | 2002–2004 | Advanced neurovascular asset through partnered governance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cleara Biotech B.V. | Director | Since Jan 2022 | Private biotech board service . |
| Kentucky Wesleyan College | Board of Trustees | Mar 2017–Jan 2021 | Prior academic/non‑profit governance . |
| Professional societies | Fellow/member (RSM, WMA, AAPCR, ACRP) | Ongoing | Professional affiliations . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 625,000 | 650,000 |
| Target bonus (% of salary) | ≥50% (per employment agreement) | ≥50% (per employment agreement) |
| All other comp ($) | 4,243 (benefits) | 4,760 (benefits) |
Notes
- CEO’s target cash bonus is set at no less than 50% of base salary by contract; actual goals are approved annually .
Performance Compensation
Short‑term incentive (cash)
| Metric | 2023 | 2024 |
|---|---|---|
| Non‑equity incentive plan payout ($) | 275,000 | 339,625 |
- Framework and metrics: CEO’s bonus is 100% based on achievement of annual corporate goals focused on clinical development milestones, business development activities, and cash management/financing objectives; specific weightings/targets not disclosed .
Equity awards granted (structure and vesting)
| Grant date | Type | Shares/Units | Exercise price | Vesting |
|---|---|---|---|---|
| Jan 2024 | Options | 238,500 | $0.5195 | 25% vested Jan 2025; remainder monthly over 36 months; expires 01/22/2034 . |
| Jan 2024 | RSUs | 159,000 | n/a | 25% each Dec 1 starting 2024 until fully vested (service‑based) . |
| Feb 2023 | Options | 217,500 | $3.34 | 25% vested Feb 2024; remainder monthly over 36 months; expires 02/02/2033 . |
| Feb 2023 | RSUs | 58,000 | n/a | 25% each Dec 1 starting 2023 until fully vested (service‑based) . |
| Mar 2021 | RSUs | — | n/a | 25% each Dec 1 starting 2021 (service‑based) . |
| Jan 2022 | RSUs | — | n/a | 25% each Dec 1 starting 2022 (service‑based) . |
| Mar 2020 | RSUs | — | n/a | 50% upon Phase 3 REGAL primary endpoint; 50% upon FDA BLA approval (performance‑based) . |
Pay versus performance (company‑disclosed)
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Value of $100 TSR | Net loss ($000s) |
|---|---|---|---|---|
| 2022 | 1,952,245 | 667,297 | 42.68 | (41,301) |
| 2023 | 1,752,638 | 801,284 | 19.17 | (37,340) |
| 2024 | 1,189,773 | 1,333,403 | 18.81 | (30,881) |
Equity Ownership & Alignment
Beneficial ownership (as of April 17, 2025)
| Holder | Shares beneficially owned | % of outstanding | Shares outstanding reference |
|---|---|---|---|
| Angelos M. Stergiou | 651,657 | <1% | 94,548,425 shares outstanding |
Outstanding unvested RSUs at 12/31/24 (market value using $1.04/share)
| Grant | Unvested units | Market value ($) |
|---|---|---|
| Mar 2020 RSUs | 95,000 | 98,800 |
| Jan 2022 RSUs | 11,000 | 11,440 |
| Feb 2023 RSUs | 29,000 | 30,160 |
| Jan 2024 RSUs | 119,250 | 124,020 |
Selected option holdings (12/31/24)
| Grant | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| 03/13/2018 | 1,900 | — | $262.00 | 03/13/2028 |
| 03/18/2019 | 8,500 | — | $69.00 | 03/18/2029 |
| 03/12/2020 | 70,000 | — | $1.89 | 03/12/2030 |
| 03/04/2021 | 111,094 | 7,406 | $8.00 | 03/04/2031 |
| 01/31/2022 | 120,313 | 44,688 | $5.34 | 01/31/2032 |
| 02/02/2023 | 99,688 | 117,813 | $3.34 | 02/02/2033 |
| 01/22/2024 | — | 238,500 | $0.5195 | 01/22/2034 |
Alignment/Policies
- Insider Trading Policy prohibits short sales, hedging, options transactions, and pledging/margining of company stock (exceptions may be granted with demonstrated financial capacity) .
- The proxy provides a summary of stock ownership guidelines following shareholder feedback; details not specified in the excerpts .
Vesting cadence and potential selling pressure
- RSUs vest 25% on each Dec 1 annually for service‑based grants; 2024 RSUs began vesting Dec 1, 2024, with additional tranches on Dec 1 of subsequent years .
- Options from 2023 and 2024 grants vest one‑quarter on the first anniversary of grant, then in 36 equal monthly installments thereafter, creating steady monthly vesting through early 2028 for the 2024 grant .
Employment Terms
- Agreement: 2019 Stergiou Agreement effective July 1, 2019; continues until terminated per terms; initial base $525,000 (subject to review), target bonus no less than 50% of base; eligible for equity; excise tax “cutback” to avoid 280G penalties .
- Termination (without cause/for good reason): 18 months of base salary paid over 12 months plus pro‑rated annual STI for the year of termination, and COBRA premium reimbursement if elected .
- Change in control (double trigger: one month prior to or within one year following a CIC): 24 months of base salary over 12 months, 1.5x target bonus, COBRA reimbursement, and full accelerated vesting of all equity awards .
- Termination with cause or resignation without good reason: accrued benefits only; other rights terminate except legally required benefits .
Board Governance (director service, committees, independence)
- Board/role: Class III director; nominated for re‑election at 2025 meeting for a term through 2028 .
- Independence/leadership: Not independent (employee director). Board has an independent Chair (John Varian) since June 2024; company emphasizes separation of Chair/CEO for governance effectiveness .
- Committees: Member of the Board’s Science Committee; the committee met four times in 2024 .
- Attendance: All directors attended 100% of 2024 Board and committee meetings .
- Director pay: As CEO/director, he receives no additional compensation for Board service .
Compensation Committee & Peer Benchmarking
- Independence and process: Independent Compensation Committee (chair: Katherine Bach Kalin) met four times in 2024; CEO excluded from deliberations on his compensation .
- Consultant: Radford (Aon) engaged; no conflicts identified .
- 2024 peer group criteria: pre‑commercial oncology biopharmas, Phase 2/3 stage, market cap ≤$250m, <50 employees; named peers include Actinium, Cardiff Oncology, Checkpoint Therapeutics, Corvus, Cue Biopharma, Cyclacel, Elevation Oncology, Equillium, Galera, GlycoMimetics, Immunic, Leap Therapeutics, MEI Pharma, PDS Biotech, Selecta Biosciences, Verastem, Vincerx, ContraFect (and others per list) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Approved by a majority of votes cast; company expanded engagement afterward .
- Engagement outcomes: Discussions with major holders and proxy advisors; investors and Glass Lewis indicated the program is typical for size/sector; request for more detail on stock ownership guidelines addressed in proxy .
- 2025: Board recommends “FOR” say‑on‑pay and “ONE YEAR” frequency for say‑on‑frequency .
Investment Implications
- Alignment and incentives: CEO pay design skews to equity (options and RSUs) with cash STI tied 100% to corporate goals (clinical/BD/capital), appropriate for a pre‑commercial biotech; presence of Dodd‑Frank‑compliant clawback and anti‑hedging/pledging policy supports alignment .
- Retention/CIC economics: Robust severance (18 months base plus pro‑rated bonus) and CIC double‑trigger benefits (24 months base, 1.5x target bonus, full equity acceleration) reduce retention risk but can create deal‑related dilution/overhang; full equity acceleration on CIC is a notable shareholder consideration .
- Vesting and potential selling pressure: Predictable monthly option vesting (2023–2028) and annual RSU tranches each Dec 1 may create periodic liquidity windows; 2024 option strike ($0.5195) and service‑based RSUs increase near‑term realizability if performance/capital improves .
- Track record/TSR context: Compensation Actually Paid rose in 2024 while cumulative TSR remained depressed ($18.81 from a $100 base), reflecting long‑cycle clinical value creation vs. near‑term market returns; investors should monitor milestone‑linked RSUs (Phase 3/BLA triggers) for value realization alignment .