Melinda Lackey
About Melinda Lackey
Melinda Lackey is Legal & Administration and Corporate Secretary at Alaunos Therapeutics (TCRT). She joined as Senior Vice President, Legal & Administration in November 2021; her employment was terminated “without cause” effective November 15, 2023, after which she has continued as a legal consultant to the company . She holds a J.D. from the University of Houston Law Center (2007), an M.S. in medical microbiology and immunology from Texas Tech Health Sciences Center (2003), and a B.S. in Microbiology from Texas Tech University (1998); she is age 48 as of April 30, 2025 . Company performance during her tenure included cumulative shareholder return values of $5.79 (2022), $2.78 (2023), and $3.66 (2024) on a hypothetical $100 investment, with net losses reported of $(37,730)k (2022), $(35,410)k (2023), and “( 4.679 )” thousand in 2024 per the proxy’s formatting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hogan Lovells | Counsel (life sciences licensing/IP) | Aug 2021–Nov 2021 | Supported life sciences clients with licensing and IP matters |
| Kuur Therapeutics / Athenex (after acquisition) | Legal Counsel | Jun 2018–Aug 2021 | Legal counsel for cell therapy programs; corporate transition post-acquisition |
| Private Practice (law firm roles) | IP strategy and patent litigation attorney | Mar 2008–Jun 2018 | Led IP strategy and patent litigation; molecular biology/immunology background |
External Roles
No public company directorships or external board roles disclosed for Ms. Lackey .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $325,000 | $312,084 | — (consultant) |
| Target Bonus (%) | 40% of base salary | 40% of base salary | — |
| Actual Bonus ($) | $130,000 | $130,000 | — |
| All Other Compensation ($) | $17,850 | $313,033 (includes $44,998 retention, $193,846 separation, $489 life insurance, $60,000 consulting, 401(k) match) | $427,283 (consulting payments) |
| Option Awards ($) | $291,893 | $76,620 | $3,087 |
| Total Compensation ($) | $764,743 | $831,737 | $430,370 |
Additional 2021 sign-on bonus of $30,000 and initial option grant disclosed below .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (FY2023) | Not disclosed | 40% of base salary | NEO bonuses paid between 75–100% of target based on performance; Ms. Lackey’s 2023 bonus $130,000 | N/A |
| 2023 bonus plan objectives | N/A | Accrue patients, file IND amendments with hunTR TCRs, improve manufacturing, raise capital | Achieved partially; payouts 75–100% of target (NEOs) | N/A |
| Stock options (LTIP) | N/A | Equity grants per committee discretion | Realizable value linked solely to stock price appreciation from grant date | Standard vesting over 4 years, 1/16th each quarter |
Initial option grant at hiring: 370,000 shares at $1.22 strike; unvested options accelerate on change-of-control (single-trigger for options) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 30, 2025) | 2,482 shares beneficially owned via options exercisable within 60 days; <1% ownership |
| Outstanding options (12/31/2024) | 1,387 exercisable / 617 unexercisable @ $183.00 exp 12/9/2031; 925 / 540 @ $315.00 exp 9/14/2032; 1,167 / 750 @ $75.00 exp 3/15/2033; 1,500 / 1,406 @ $2.42 exp 8/13/2034 |
| Market reference price | $1.91 closing price on 12/31/2024; all listed option strikes are above market and therefore out-of-the-money at that date |
| Vesting cadence | Options vest over 4 years, 1/16 per quarter |
| Hedging/pledging policy | Company policy prohibits short sales, options transactions, pledging, and hedging by officers and directors |
| Ownership guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement (Nov 2021) | Initial term 2 years; auto-renews for successive 12-month periods unless either party gives 90 days’ notice before expiration |
| Base salary (2023) | $360,000 (reviewed annually) |
| Target bonus | 40% of base salary |
| Equity incentive | 370,000 option grant at $1.22 upon hiring; eligible for additional equity at Board discretion |
| Change-of-control | All remaining unvested options become immediately exercisable upon a “change of control” (single-trigger acceleration for options) |
| Severance | If terminated without cause or resigns for good reason: six months of then-current base salary, subject to release |
| Non-solicit/Non-compete | Non-solicit of clients/customers for one year; non-solicit of employees for two years |
| Separation (Nov 2023) | Employment terminated “without cause” effective Nov 15, 2023; retention payment $44,998; separation payment $180,000; consulting arrangement post-separation |
| Consulting agreement | Effective Nov 16, 2023 (continuing; proxy also references Nov 16, 2024); $400/hour; terminable by either party on 30 days’ notice; reimbursable expenses |
| Clawback policy | Board-adopted policy to recoup incentive-based compensation in event of accounting restatement, compliant with SEC/Nasdaq requirements |
| Tax gross-ups | Executives not entitled to 280G/4999 gross-up payments |
Company Performance Context (During Tenure)
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) ($) | $5.79 | $2.78 | $3.66 |
| Net Income (Loss) (thousands) | $(37,730) | $(35,410) | “( 4.679 )” per proxy formatting |
Compensation Committee & Governance Notes
- Compensation committee oversaw executive pay; independent consultant Pearl Meyer engaged in 2024; FW Cook used in 2023 .
- Trading policy prohibits hedging and pledging; insider trading policy filed as Exhibit 19.1 to the 2024 10-K .
- Director independence and committee memberships disclosed; Ms. Lackey is not a director .
Investment Implications
- Alignment: Minimal beneficial ownership (2,482 options exercisable within 60 days; <1%) and all disclosed option strikes were out-of-the-money vs $1.91 year-end price, limiting near-term insider selling pressure and indicating limited equity-based alignment at current levels .
- Retention/Transition: Post-termination, an indefinite consulting arrangement at $400/hour with 30-day termination notice provides flexible access to legal expertise but implies limited retention lock-in and potential variability in ongoing involvement .
- Incentives: Historic pay mix shifted from salary/bonus to consulting payments in 2024; LTIP remains option-based with quarterly vesting and single-trigger change-of-control acceleration—pay-for-performance is primarily equity-price dependent, but realized cash in 2024 was consulting-heavy .
- Governance risk mitigants: Prohibitions on hedging/pledging and a formal clawback policy reduce misalignment risks; no excise-tax gross-ups disclosed, which is shareholder-friendly .