Raquel Izumi
About Raquel Izumi
Raquel E. Izumi, Ph.D., is Acting Chief Executive Officer (since 2025, in a consulting capacity), and has served as Director since December 2020; previously President and Chief Operations Officer (COO) from January 2021 to early 2025 . She holds a Ph.D. in microbiology and immunology from UCLA (Howard Hughes Predoctoral Fellow) and a B.A. with honors/distinction in biological sciences from UC Santa Barbara; age 54 as of March 26, 2024 . Prior to Vincerx, she co-founded Acerta Pharma (EVP, Clinical Development), Legacy Vincera Pharma (COO, Director), and Aspire Therapeutics (CSO), and earlier held roles at Pharmacyclics and Amgen . Company performance context: in 2024–25 the board approved a reverse split to address Nasdaq minimum bid price, later announced intent to delist, and solicited approval for a Plan of Liquidation—factors with high execution/retention risk for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vincerx Pharma | President; COO; Director | 2021–2025; 2020–2025; 2020–present | Co-led development programs and operations; transitioned to Acting CEO in 2025 amid strategic review/wind-down . |
| Legacy Vincera Pharma | COO; Director | 2019–2020 | Built operating platform prior to business combination . |
| Acerta Pharma B.V. | EVP, Clinical Development | 2013–2020 | Led clinical development at BTK pioneer later acquired by AstraZeneca (context from bio) . |
| Aspire Therapeutics | Chief Scientific Officer | 2011–2013 | Early-stage therapeutic leadership . |
| Pharmacyclics (PCYC) | Senior Director, Clinical Development | 2010–2011 | Designed/implemented seven clinical studies (incl. three BTDs) for first BTK inhibitor in trials . |
| Amgen | Research roles | Early career | Participated in successful BLA/approval for Aranesp . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in proxies; service history focused on operating roles . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 |
|---|---|---|
| Base Salary | $430,000 | $447,917 (5% increase implemented for 2023 across NEOs) |
| Target Bonus % of Salary | 30% initial target (per employment agreement) | 30% initial target (plan terms unchanged) |
| Actual Cash Bonus | $109,650 | $132,064 (based on 97.5% achievement of corporate goals) |
| All Other Compensation | $12,010 (401k match, in-office meals) | $11,559 (401k match, in-office meals) |
Notes:
- 2023 bonuses were based entirely on corporate R&D/clinical/business development/financial goals; committee determined 97.5% achievement .
- No executive-specific perquisite programs; benefits provided on same basis as employees .
Performance Compensation
| Grant/Program | Instrument | Grant Date | Shares/Units | Grant-Date Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual equity 2022 | Stock options | 02/14/2022 | 76,500 (50,872 ex.; 25,628 unex.) | $6.26 | 1/3 on 12/23/2022; remainder monthly over 36 months | Standard time-based vesting; footnote (1) . |
| Retention 2022 | Stock options | 08/25/2022 | 60,000 (40,000 ex.; 20,000 unex.) | $1.71 | Monthly over 24 months | Footnote (2) . |
| Retention 2022 | Stock options | 11/15/2022 | 60,000 (32,500 ex.; 27,500 unex.) | $0.82 | Monthly over 24 months | Footnote (2) . |
| Annual equity 2023 | Stock options | 02/15/2023 | 90,000 (37,500 ex.; 52,500 unex.) | $1.17 | Monthly over 24 months | Footnote (2) . |
| Option Repricing/Exchange | Stock options (repriced) | 08/12/2024 | All underwater options repriced to $0.55 | $0.55 | Must remain in service through 08/12/2025 (or earlier CoC/death/disability/termination w/o cause) to use reduced strike; otherwise pay original higher strike | Approved by stockholders 13.73M For / 3.63M Against . |
Incentive/Bonus Performance Table (2023):
| Metric | Weighting | Target | Actual/Outcome | Payout |
|---|---|---|---|---|
| Corporate goals (R&D, regulatory/clinical, BD, publication, financial) | 100% | 100% | 97.5% achievement | Paid per formula (see bonus above) |
Clawback: Incentive-Based Compensation Recoupment Policy adopted Nov 16, 2023 per Nasdaq Rule 5608; a 2022 stock-based comp error was revised, and compensation committee determined no recovery was required .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % Outstanding | Components/Footnotes |
|---|---|---|---|
| Nov 20, 2024 | 1,987,163 | 5.9% | Includes 85,214 shares held by Izumi-Covey 2000 Revocable Trust; 1,000 in spouse’s Rollover IRA; and 282,750 options exercisable within 60 days . |
| Mar 26, 2024 | 1,919,713 | 8.9% | Includes 85,214 shares in trust; 1,000 in spouse’s IRA; and 215,300 options exercisable within 60 days . |
Additional alignment/constraints:
- Hedging is prohibited for officers/directors under the Insider Trading Policy .
- No pledging was noted in beneficial ownership footnotes for Dr. Izumi .
- Director equity program (non-employee directors) provides annual options; as an employee-director, Dr. Izumi does not receive separate non-employee director retainers .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Agreement (effective) | December 23, 2020; role initially President & COO . |
| Term | Continues until terminated per agreement (no fixed expiry) . |
| Base Salary at hire | $430,000 (subject to adjustments; 5% increase for 2023 per program) . |
| Target Bonus | 30% of base salary (subject to increase, not decrease) . |
| Severance (without Cause, death/disability, or for Good Reason) | Lump-sum 1.5x current base salary + 1.5x current target bonus; 12 months of additional time-based equity vesting (performance awards per award terms); up to 18 months COBRA premiums via monthly cash payments; subject to release . |
| Change-in-Control (3 months pre- to 12 months post-CoC) | Same cash/benefit terms; all time-based equity vests 100% . |
| Restrictive covenants | Confidentiality, IP assignment, non-solicitation; non-compete not disclosed . |
| Acting CEO Appointment | Stepped down as President/COO; appointed Acting CEO in consulting capacity in early 2025 during strategic review/wind-down . |
| Clawback | Company-wide policy adopted Nov 16, 2023 . |
Board Governance
- Service/Classification: Class I Director since December 2020; up for election at 2024 annual meeting (as a nominee) .
- Independence: Board determined only Dr. Ahmed Hamdy and Dr. Raquel Izumi are not independent (management directors); majority of board is independent .
- Committees: 2023–2024 committee memberships exclude management directors; Audit (Salva, Stevens, Lee), Compensation (Bushnell [Chair], Lee), Nominating/Governance (Salva, Druker) .
- Lead Independent Director: None; CEO (Hamdy) served as Chair; independent directors meet regularly in executive session .
- Board Meetings/Attendance: Board held 4 meetings in 2023; each director attended at least 75% of board/committee meetings on which they served .
Dual-role implications:
- Dr. Izumi served concurrently as executive and director; independence concerns mitigated by independent committee structures, but absence of a Lead Independent Director concentrates agenda-setting with Chair/CEO (Hamdy), elevating governance scrutiny—particularly salient during 2024–2025 strategic actions (reverse split, delisting intent, dissolution plans) .
Compensation Structure Analysis
- Mix shift: 2023 saw cash components rise modestly (base up 5% for inflation) and a materially lower grant-date option value vs. 2022 ($77,416 vs. $445,212), reflecting equity valuation dynamics and conservation of cash; bonuses tied to corporate goals paid near-target (97.5%) .
- Repricing/Exchange: August 12, 2024 shareholder-approved repricing of underwater options to $0.55 with a defined retention period to Aug 12, 2025—management-friendly modification that can signal retention priority but also governance red flag if repeated (here explicitly approved by stockholders) .
- Policy safeguards: Nasdaq-compliant clawback policy adopted (Nov 16, 2023); a 2022 stock comp misstatement was corrected, with no clawback required per committee assessment .
Risk Indicators & Red Flags
- Listing/Capital structure: Repeated Nasdaq minimum bid price non-compliance and reverse split authorization (1-for-10 to 1-for-20 range; implemented 1-for-20 effective Jan 27, 2025) .
- Delisting/Dissolution: Announced intent to delist (Apr 17, 2025) and solicited stockholder approval for Plan of Liquidation (Special Meeting June 18, 2025) .
- Wind-down compensation latitude: Plan of Liquidation authorizes board to pay additional compensation/severance/bonuses to officers/directors/others for wind-down efforts—explicitly approved if plan adopted .
- Option repricing: Uniform repricing to $0.55 conditioned on retention through Aug 12, 2025—can create near-term exercise/sell pressure if liquidity exists, though company’s strategic state may limit trading windows .
Director Compensation (for context)
- Non-employee directors receive $25,000 annual cash retainer; committee chair retainers ($15,000 Audit; $10,000 Compensation; $10,000 Nominating/Gov); annual option grant of 15,000 shares vesting by next annual meeting/12 months/CoC; excludes employee-directors like Dr. Izumi .
Investment Implications
- Retention/Alignment: Izumi’s significant ownership (5.9% as of Nov 20, 2024, with sizable options) and the 2024 option repricing with a hard retention requirement to Aug 2025 align near-term incentives to remain through the wind-down or any transaction, but also potentially amplify exercise/monetization incentives if liquidity arises .
- Pay-for-performance: Cash bonus outcomes tied to corporate goal attainment (97.5% in 2023) show structured linkage; however, given the company’s subsequent delisting intent and dissolution proposal, historical incentive calibration may no longer be predictive of value creation prospects .
- Change-in-control economics: 1.5x salary+target bonus cash severance, 100% vesting of time-based equity upon CoC (double-trigger within defined window) provide meaningful parachute value, potentially influencing executive preferences in strategic alternatives versus straight liquidation .
- Governance oversight: Absence of a Lead Independent Director and dual roles (executive/director) during a critical strategic pivot heighten the importance of independent committee processes; the Plan’s authority to award additional wind-down compensation introduces potential conflicts that investors should monitor in disclosures .
Overall, Izumi’s longstanding clinical development pedigree and material equity stake support alignment, but the company’s dissolve-or-transact trajectory, option repricing terms, and wind-down compensation latitude create an environment where retention incentives and payout structures (severance/accelerated vesting) may dominate over traditional long-term performance levers .