Jason Amello
About Jason Amello
Jason A. Amello is Chief Financial Officer and Treasurer of TScan Therapeutics (TCRX) since January 29, 2024; he is 56 as of April 30, 2025, holds a B.S. in accounting from Boston College, and is a Certified Public Accountant in Massachusetts . His prior career spans CFO roles at Candel Therapeutics, Saniona, Akebia, and Alaunos/ZIOPHARM, senior finance leadership at Genzyme (including SVP & Chief Accounting Officer), and earlier assurance practice at Deloitte; he has executed equity/debt financings, an IPO, advised a merger of equals, and was a key M&A advisor including the sale of Genzyme to Sanofi . 2024 compensation shows base salary set at $500,000 with a 40% target bonus and an above-target non‑equity incentive cash bonus of $230,000, indicating strong achievement against corporate and individual goals tied to product development and pre‑clinical advancement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Candel Therapeutics, Inc. | CFO, Treasurer & Secretary | Sep 2022 – Jan 2024 | Developed financial strategy and supported business development |
| Saniona AB | CFO & Treasurer | Sep 2020 – Apr 2022 | Led finance; prior decade includes financing execution experience |
| Akebia Therapeutics, Inc. | SVP, CFO & Treasurer | Sep 2013 – Aug 2020 | Executed equity/debt financings; strategic finance leadership |
| Alaunos Therapeutics (f/k/a ZIOPHARM Oncology) | EVP, CFO & Treasurer | May 2012 – May 2013 | Advised strategic transactions; financing execution |
| Genzyme Corporation (Sanofi) | Multiple finance leadership roles incl. SVP & Chief Accounting Officer | 2000 – 2011 | Led Strategic Financial Services; key advisor on all M&A incl. sale to Sanofi |
| Deloitte | Business advisory and assurance practice | ~10 years (early career) | Audit/assurance foundation supporting later CFO roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Acer Therapeutics, Inc. | Director; Audit Committee Chair | Oct 2017 – Nov 2023 | Board role concluded upon acquisition by Zevra Therapeutics |
| New England Baptist Hospital | Director | Jul 2015 – Nov 2023 | Chair of Quality of Care; member Finance & Investment Committee |
Fixed Compensation
| Component (USD) | 2024 | Notes |
|---|---|---|
| Base Salary | $500,000 | Set per employment agreement (CFO role) |
| Target Bonus % | 40% of base | Performance goals approved annually by Board/Comp Committee |
| Non‑Equity Incentive (Actual Cash Bonus) | $230,000 | Performance-based, paid for 2024 achievements |
| Signing Bonus | $60,000 | One-time; repayable if departure within 12 months (certain exceptions) |
| 401(k) Match | $13,800 | Company matching policy |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanism | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals (product development, pre‑clinical advancement) | Not disclosed | 40% of $500,000 base = $200,000 | $230,000 | Annual cash bonus | Paid for FY2024 performance; employed through payment required |
| Individual goals | Not disclosed | Not disclosed | Included in total cash bonus above | Annual cash bonus | Per policy; require continued employment through payment |
Notes
- Bonus metrics are defined and approved annually; the proxy provides categories but not detailed weights/thresholds .
- 2024 payout exceeded target ($230k actual vs $200k target), implying above-target performance against goals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 30, 2025) | 265,625 shares via vested, exercisable options (within 60 days); less than 1% of outstanding |
| Stock Ownership/Pledging/Hedging Policy | Company has insider trading policy addressing trading, pledging and hedging risks; filed as exhibit to 2024 Form 10‑K |
| Clawback Policy | Adopted Sep 21, 2023 (effective Oct 2, 2023); recovers incentive pay tied to financial measures for 3 years pre‑restatement |
| Related Party Transactions | None disclosed with Mr. Amello |
| Section 16(a) Compliance | 2024 late Form 4s noted for certain executives—but not for Mr. Amello |
Outstanding and New Equity Awards
| Grant | Shares | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|
| CFO new-hire stock option (grant date FMV) | 750,000 | $5.15 | 2/1/2034 | 25% after 12 months from 1/29/2024 (i.e., 187,500 on 1/29/2025) then remaining 562,500 in 36 equal monthly installments (15,625/month) contingent on continuous service |
As of Dec 31, 2024, 750,000 were unexercisable; by Apr 30, 2025, 265,625 were vested and exercisable within 60 days, consistent with the schedule .
Employment Terms
- Start date and role: Appointed CFO (and Treasurer, PFO, PAO) effective Jan 29, 2024 .
- At-will employment: Company may terminate at any time, subject to severance provisions .
- Severance (non‑CIC): If terminated without cause or resigns for good reason, 12 months base salary continuation and up to 12 months employer COBRA premium contributions (subject to release) .
- Change‑of‑Control (double trigger, 3 months pre / 12 months post): Lump-sum 1× base salary + 1× annual target bonus; pro‑rata target bonus; up to 12 months employer COBRA; immediate acceleration of all unvested time‑based equity awards (subject to release) .
- Non‑compete / Non‑solicit: One-year post‑termination non‑compete and non‑solicit; extended by one year upon violation of provisions; standard proprietary information and inventions agreement applies .
- Signing bonus repayment: $60,000 is repayable if departure within 12 months, except if termination without cause or resignation for good reason .
- No family relationships or related-party transactions: Affirmed in appointment 8‑K .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus exceeded target ($230k vs $200k target), indicating goal attainment; equity is option-heavy with four-year vesting, aligning longer-term value creation and retention .
- Retention risk: Vesting cadence (monthly through early 2028) and double-trigger CIC benefits with full acceleration reduce near-term turnover risk but could create sellable overhang upon change-of-control .
- Ownership “skin in the game”: Beneficial ownership is <1%; while meaningful options are vesting, direct equity stake is modest—monitor future grants and exercises for alignment and potential selling pressure .
- Governance and protections: Established clawback, insider trading/pledging/hedging policy, and standard restrictive covenants mitigate misconduct risk; no related-party transactions with Mr. Amello .
- Disclosure caveats: As an emerging growth company, TScan is not required to hold say‑on‑pay votes, limiting external feedback loops on NEO compensation; rely on proxy details and ongoing performance to assess pay equity .