John Celebi
About John Celebi
John Celebi is President and Chief Executive Officer of Sensei Biotherapeutics (since 2018) and a director; he is 53, holds a B.S. in Biophysics from UC San Diego and an MBA from Carnegie Mellon . Sensei’s board is majority independent with an independent Chair; Celebi is not independent (as CEO) and the board met six times in 2024 with independent director executive sessions held four times . The company disclosed bonus outcomes tied to corporate goals (R&D, business development, financial objectives) but did not disclose TSR, revenue, or EBITDA performance metrics; 2024 corporate goals were achieved at 82.5% with a 91.3% payout vs target for Celebi; 2023 was 97.0% attainment with 97.0% payout .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sensei Biotherapeutics, Inc. | President & CEO; Director | 2018–present | Leads company and serves on board |
| X4 Pharmaceuticals, Inc. | Chief Operating Officer | 2016–2018 | Operations leadership at clinical-stage biopharma |
| Igenica Biotherapeutics, Inc. | Chief Business Officer | 2011–2016 | Business development in immunotherapy |
| ArQule, Inc. | VP BD & New Product Planning; Alliance Management; other roles | 2003–2011 | BD and alliance management in biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Egle Therapeutics (private) | Director | Current | Privately held immunotherapy company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $512,500 | $532,167 | $535,600 |
| Stock Awards ($) | $231,770 | $30,459 | — |
| Option Awards ($) | $537,420 | $99,554 | $311,289 |
| Non-Equity Incentive ($) | $228,016 | $285,743 | $268,804 |
| All Other Compensation ($) | $59,176 | $64,366 | $67,950 (incl. $1,155 tax gross-up) |
| Total ($) | $1,568,882 | $1,012,289 | $1,183,643 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Target bonus (% of base) | 55% | 55% |
| Corporate goals attainment (%) | 97.0% | 82.5% |
| Actual payout (% of target) | 97.0% | 91.3% |
| Non-equity incentive paid ($) | $285,743 | $268,804 |
| Bonus equity component | 2023 | 2024 |
|---|---|---|
| Options granted in lieu of cash (1/3 of bonus) | 165,889 options; fully vested at grant (Feb 15, 2024) | Not disclosed/applicable |
| Long-term incentives (select grants) | Grant Date | Quantity | Exercise Price ($) | Vesting |
|---|---|---|---|---|
| Stock options | Feb 15, 2024 | 315,000 | 0.79 | 25% on Feb 15, 2025; remainder monthly over 36 months |
| Stock options | Dec 20, 2024 | 355,000 | 0.45 | 100% on Dec 1, 2025 or upon termination not for cause |
| RSUs | Feb 15, 2023 | 21,300 | — | 25% on Feb 15, 2024; remaining 3 equal annual installments to Feb 15, 2027 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (# shares) | 1,530,694 |
| Ownership as % of shares outstanding | 5.7% (25,208,068 shares outstanding) |
| Direct common shares | 81,737 |
| Options exercisable within 60 days (as of Mar 18, 2025) | 1,448,957 |
| RSUs unvested (12/31/2024) | 15,975 RSUs (2023 grant); 26,950 RSUs (2022 grant) |
| Hedging/margin/pledging policy | Prohibits short sales, put/call transactions, hedging, margin accounts, and other speculative transactions |
| Ownership guidelines | Not disclosed in proxy |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| Dec 20, 2024 | — | 355,000 | 0.45 | 12/20/2034 | Vests 100% on Dec 1, 2025 or termination not for cause |
| Feb 15, 2024 | 165,889 | 315,000 | 0.79 | 02/15/2034 | 25% on Feb 15, 2025; then monthly to Feb 15, 2028 |
| Feb 15, 2023 | 41,250 | 48,750 | 1.43 | 02/15/2033 | RSUs: 15,975 unvested; vest annually to Feb 15, 2027 |
| Feb 15, 2022 | 114,466 | 47,134 | 4.30 | 02/15/2032 | RSUs: 26,950 unvested; vest annually to Feb 15, 2026 |
| Feb 4, 2021 | 399,304 | 17,362 | 19.00 | 02/03/2031 | Remaining unvesting through Feb 15, 2025 |
| Feb 15, 2020 | 559,375 | — | 3.22 | 08/04/2030 | — |
| Feb 22, 2018 | 26,666 | — | 122.88 | 04/01/2028 | — |
Employment Terms
| Term | Details |
|---|---|
| Agreement effective | Effective upon Sensei’s IPO closing (Celebi employment agreement) |
| Non–Change-in-Control severance | 12 months base salary + COBRA premiums if terminated without cause or resigns for good reason |
| Change-in-Control severance (double-trigger) | Lump-sum equal to 18 months base salary + 150% of target bonus; COBRA premiums; full acceleration of all unvested equity |
| Triggers | Without Cause or Good Reason within 12 months following change-in-control |
| Clawback policy | Incentive Compensation Recoupment Policy adopted October 2023; applies to compensation tied to financial reporting measures |
| Hedging/margin restrictions | Prohibits short sales, options, hedging transactions, margin accounts, speculative transactions |
| Tax gross-ups/perquisites | 2024 “All Other” includes perqs; tax payments include $1,155 tax gross-up |
Board Governance
| Attribute | Details |
|---|---|
| Board service | Director since 2018; nominated/elected for a term ending at 2028 annual meeting |
| Independence | Not independent; 5 of 6 directors are independent |
| Board leadership | Independent Chair (William Ringo); roles separated from CEO |
| Committee memberships | Celebi not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees |
| Meeting attendance | Board met six times in 2024; each member attended ≥75%; independent directors held four executive sessions |
| Director compensation | Celebi receives no additional compensation for board service; CEO comp only |
| 2025 vote result | Celebi re-elected: 9,209,162 for; 662,468 withheld; broker non-votes 6,746,184 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 option awards increased ($311,289) vs 2023 ($99,554) amid new grants, while non-equity bonus decreased ($268,804 vs $285,743); base salary edged up to $535,600 .
- 2023 bonus split: one-third of earned bonus paid in fully vested options (165,889 shares) as cash-preservation measure; remainder paid in cash .
- Performance payouts: 2024 payout at 91.3% of target (82.5% corporate attainment); 2023 payout at 97.0% (97.0% corporate attainment), indicating discretionary plan tied to annual objectives rather than TSR or financial KPIs disclosure .
- Clawback adoption in 2023 strengthens pay-for-performance alignment on financial restatements .
Related Party & Other Considerations
- Company-level related party transactions include 2023 repurchases from Cambrian BioPharma (director James Peyer’s entity) and Apeiron parties; none specific to Celebi compensation disclosed .
- Auditor ratified; fees disclosed; no say-on-pay outcomes presented in 2025 proxy materials .
Equity Ownership & Vesting Pressure Indicators
- Beneficial ownership of 5.7% (including 1,448,957 options exercisable within 60 days of March 18, 2025) signals alignment; but upcoming vest cliffs may create supply events: Dec 1, 2025 cliff vests for 355,000 options; Feb 15, 2025 cliff for 25% of 2024 grant with monthly vest thereafter .
- Insider trading policy bans hedging and margin transactions, reducing misalignment risk .
Investment Implications
- Alignment: Celebi’s 5.7% beneficial stake and multi-year option holdings align incentives; hedging/margin bans and 2023 clawback support governance quality .
- Near-term selling pressure: Material vesting events (Dec 1, 2025) could add to potential insider selling liquidity; monitor Form 4s around vest dates .
- Retention and transition risk: October 30, 2025 strategic review and discontinuation of solnerstotug elevate organizational change risk; double-trigger CIC benefits and equity acceleration could influence negotiations/retention dynamics .
- Governance: Separate Chair/CEO mitigates dual-role concerns; Celebi’s non-independence acknowledged; strong re-election support indicates current shareholder backing .