John T. Burns
SELLAS Life Sciences GroupAbout John T. Burns
Senior Vice President and Chief Financial Officer at SELLAS Life Sciences Group, Inc. since February 2023; age 40; joined SELLAS in May 2013. Background: B.S.M. in Finance and Master of Accounting from Tulane University; active CPA; prior roles include Securities & Exchange Reporting Manager at Pixelworks (NASDAQ: PXLW) and public accounting at Moss Adams LLP . Company performance context: cumulative TSR value of an initial $100 investment declined from $42.68 (2022) to $18.81 (2024); audited net losses were $41.3M (2022), $37.3M (2023), and $30.9M (2024) . As CFO, Burns executed financing actions in 2025 totaling $53.9M net cash from offerings and warrant exercises, supporting liquidity during clinical development .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SELLAS Life Sciences Group, Inc. | VP Finance & Corporate Controller | Dec 2017–Dec 2020 | Built SEC reporting and controllership; supported capital markets access . |
| SELLAS Life Sciences Group, Inc. | VP Finance, Corp Controller & Principal Accounting Officer | Jan 2021–Dec 2021 | Led principal accounting; disclosure controls . |
| SELLAS Life Sciences Group, Inc. | SVP Finance & Chief Accounting Officer | Jan 2022–Jan 2023 | Strengthened internal controls; prepared for CFO transition . |
| SELLAS Life Sciences Group, Inc. | SVP & CFO | Feb 2023–present | Principal financial and accounting officer; led financings and operations . |
| Pixelworks, Inc. (NASDAQ: PXLW) | Securities & Exchange Reporting Manager | Pre-2013 | SEC reporting expertise at a public issuer . |
| Moss Adams LLP | Public Accountant | Early career | Audit/accounting foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Burns . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $365,000 | $401,500 |
| Target Bonus % of Salary | 40% (effective with CFO appointment, Feb 2, 2023) | 40% |
| Actual Short‑Term Incentive (Non‑Equity Incentive) ($) | $125,560 | $154,176 |
| Spot/Sign‑On Bonus ($) | — | $50,000 |
| All Other Compensation ($) | $14,598 | $15,218 |
Performance Compensation
| Component | Metric/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Short‑Term Cash Incentive | Annual corporate goals (clinical development milestones, BD initiatives, cash management), plus individual goals for non‑CEO NEOs; pay‑for‑performance design . | Target = 40% of salary . | $125,560 (2023); $154,176 (2024) . | Paid annually based on Compensation Committee/Board assessment . |
| RSUs (2023 grant) | 20,000 RSUs . | 25% per year | Vests 25% on each Dec 1 from 2023–2026 . | 25% on Dec 1 annually (service‑based) . |
| RSUs (2024 grant) | 47,000 RSUs . | 25% per year | Vests 25% on each Dec 1 from 2024–2027 . | 25% on Dec 1 annually (service‑based) . |
| Stock Options (Feb 2, 2023) | 75,000 options @ $3.34 | Time‑based | 25% vested Feb 2024; remainder vests in equal monthly installments over 36 months; expires Feb 2, 2033 . | Time‑based; monthly after first anniversary . |
| Stock Options (Jan 22, 2024) | 75,000 options @ $0.5195 | Time‑based | 25% vested Jan 2025; remainder vests in equal monthly installments over 36 months; expires Jan 22, 2034 . | Time‑based; monthly after first anniversary . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 17, 2025) | 176,803 shares; <1% of outstanding (94,548,425 shares) . |
| Stock Ownership Guidelines | Other Executive Officers: 1× annual base salary; compliance assessed each Oct 1; retain at least 75% of net after‑tax shares until compliant; all Covered Persons making appropriate progress . |
| Outstanding Equity Awards (YE 2024 snapshot) | See per‑grant detail below . |
| Pledging/Hedging | No pledging/hedging disclosure found in proxy; stock ownership guidelines emphasize retention requirements . |
Outstanding Equity Awards (John T. Burns, FY‑end 2024)
| Grant Date | Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| 03/13/2018 | Options | 400 | — | $262.00 | 03/14/2028 | — | — |
| 03/18/2019 | Options | 1,800 | — | $69.00 | 03/18/2029 | — | — |
| 03/12/2020 | Options | 10,000 | — | $1.89 | 03/12/2030 | — | — |
| 03/12/2020 | RSUs | — | — | — | — | 15,000 | $15,600 |
| 03/04/2021 | Options | 16,172 | 1,078 | $8.00 | 03/04/2031 | — | — |
| 01/31/2022 | Options | 26,250 | 9,750 | $5.34 | 01/31/2032 | — | — |
| 02/02/2023 | Options | 34,375 | 40,625 | $3.34 | 02/02/2033 | — | — |
| 02/02/2023 | RSUs | — | — | — | — | 10,000 | $10,400 |
| 01/22/2024 | Options | — | 75,000 | $0.5195 | 01/22/2034 | — | — |
| 01/22/2024 | RSUs | — | — | — | — | 35,250 | $36,660 |
Notes:
- RSU vest schedules: 2021/2022/2023/2024 RSUs vest 25% on each Dec 1 over four years; market values based on $1.04 closing price on Dec 31, 2024 .
- Unvested options vest: 25% at first anniversary then equal monthly installments for 36 months; exercise prices set at grant‑date market prices .
Upcoming vesting/selling pressure indicators
- Dec 1, 2025 RSU vests: 5,000 shares from 2023 RSUs; 11,750 shares from 2024 RSUs, subject to continued service .
- Ongoing monthly option vesting from Feb 2024 (2023 grant) and Jan 2025 (2024 grant) through respective 36‑month schedules .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective Dec 30, 2017; at‑will with 45‑day notice by Burns; eligibility for benefits; initial base $235,000 and target bonus up to 30% . |
| CFO Appointment Adjustments | Base increased to $365,000; target bonus to 40% (Feb 2, 2023) . |
| Severance (No Cause / Good Reason, non‑CIC) | Nine months of then‑current base salary (commencing 18 months after effective date) . |
| Change‑in‑Control (Double Trigger) | If terminated without cause or resigns for good reason within one year post‑CIC: 15 months of base salary (amended from 12 months) plus target bonus, payable in equal installments over 15 months; COBRA reimbursement eligible . |
| Excise Tax | Cutback to $1 below IRC §4999 threshold (no gross‑up) . |
| Certifications/Authority | Signs SEC certifications (SOX 302/906) as CFO; principal financial/accounting officer . |
| Operational Execution | Executed office sublease letter agreement (tenant signature as SVP & CFO) . |
Compensation Structure Analysis
- Pay mix features meaningful at‑risk components: annual cash incentives tied to corporate/individual goals and multi‑year equity vesting; RSUs and options granted in 2023–2024 with four‑year vest schedules .
- No disclosure of performance‑share units (PSUs) or TSR‑based equity for Burns; RSUs are service‑based; corporate goals emphasize clinical and funding milestones rather than accounting metrics like net income .
- CIC economics shifted in March 2025 to 15‑month salary stream (from 12 months), moderately increasing change‑of‑control protection; remains double trigger with target bonus included .
Investment Implications
- Alignment and retention: Ownership guidelines (1× salary for officers) and mandatory retention of 75% of net shares until compliant support alignment; Burns’ disclosed beneficial ownership is <1%, indicating reliance on future vesting rather than existing large holdings .
- Near‑term selling pressure: Annual RSU vesting on Dec 1 and continuous monthly option vesting create periodic liquidity events; 2023/2024 RSU schedules imply 16,750 shares vesting on Dec 1, 2025, subject to service .
- Event risk: Amended CIC terms (15 months base + target bonus, double trigger) reduce departure risk in a transaction and could modestly increase deal‑completion confidence from management’s perspective .
- Execution track record: CFO certifications and 2025 financing inflows ($53.9M) highlight capital markets execution during development stage, a key lever for runway and trial continuity .