Jean-Paul Kress
About Jean-Paul Kress
Jean‑Paul Kress, M.D. (age 59) was appointed President, Chief Executive Officer, Principal Executive Officer, and Chairman of the Board of Vor Biopharma on June 25, 2025 . He holds an M.D. from Faculté Necker‑Enfants Malades in Paris and graduate/post‑graduate degrees in pharmacology and immunology from École Normale Supérieure; his background includes senior roles at Biogen, Sanofi Genzyme, and leadership of Sanofi Pasteur MSD . Track record highlights include leading development and commercialization of Monjuvi (tafasitamab) and executing MorphoSys’s acquisition of Constellation Pharmaceuticals (culminating in MorphoSys’s sale to Novartis in 2024), and advancing immunology assets at Syntimmune (acquired by Alexion) . As CEO/Chairman, he is steering Vor Bio’s strategic pivot to autoimmune disease via a global license for telitacicept and a $175M PIPE financing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MorphoSys AG | Chief Executive Officer | Sep 2019–Aug 2024 | Led development/approval/commercialization of Monjuvi; executed Constellation Pharma acquisition; company subsequently acquired by Novartis in 2024 |
| Syntimmune Inc. | President & Chief Executive Officer | Jan 2018–Nov 2018 | Advanced lead immunology program through to sale to Alexion |
| Biogen Inc. | EVP International & Head of Global Therapeutic Operations | Jun 2017–Jan 2018 | Senior operating leadership across therapeutic operations |
| Sanofi Genzyme | SVP, Head of North America | Sep 2015–Jun 2017 | Led North America commercial operations |
| Sanofi Pasteur MSD | President & Chief Executive Officer | Jul 2011–Sep 2015 | Led one of Europe’s leading vaccine companies |
| Gilead, AbbVie, Eli Lilly | Senior commercial and business development roles | Various | Commercial/business development leadership in US and Europe |
External Roles
| Organization | Role | Years |
|---|---|---|
| Sanofi S.A. | Director | Current (as of 2025) |
| Erytech Pharma (now Phaxiam) | Chairman of the Board | Jun 2019–Jun 2023 |
| Sarepta Therapeutics, Inc. | Director | Sep 2015–Jun 2017 |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $700,000 per year | Subject to annual review; cannot be reduced |
| Target Annual Bonus | 60% of base salary | Discretionary; metrics set by Board; paid by Mar 15 following performance year |
| Signing Bonus | $400,000 (lump sum) | Earned after 12 months; repayable (after‑tax) if terminated for cause or resigns without good reason within 12 months |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | 60% of base salary | Not disclosed | Discretionary; based on Board‑set goals | N/A |
Performance metrics are determined by the Board and not disclosed in the employment agreement .
Equity Ownership & Alignment
| Award | Shares/Units | Vesting | Exercise Price | Plan/Status |
|---|---|---|---|---|
| Stock Option | 83,296,638 options | 25% cliff at 1 year from grant; remaining 75% vests in equal monthly installments over following 36 months (time‑based) | Fair market value at grant; ISO to extent permissible | Under 2021 Equity Incentive Plan; grant approved post‑Start Date |
- Change‑in‑control treatment: If Company equity awards are not continued/assumed/substituted in a Change in Control, all time‑based awards vest and become exercisable; performance‑based awards vest at “maximum” achievement levels .
- Hedging/pledging: Company insider trading policy prohibits hedging, short sales, options or other derivatives, and prohibits pledging/margin accounts for employees/executive officers/directors .
- Option exercise post‑separation: If terminated without cause or resigns for good reason, vested options remain exercisable until the earlier of 1 year post‑separation or original expiry .
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At‑will; duties report to Board; principal location Cambridge, MA |
| Non‑compete / Non‑solicit / IP | Subject to Confidential Information and Invention Assignment Agreement (includes non‑competition and non‑solicitation obligations) attached as Exhibit A |
| Severance (No CIC) | 18 months base salary (installments); prorated target bonus (based on actual performance); Company‑paid COBRA up to 18 months; 1‑year post‑termination option exercise window; conditioned on release, resignation from roles, and return of property |
| Severance (CIC) | 24 months base salary (lump sum); 150% of target bonus (lump sum); COBRA up to 24 months; accelerated vesting of all unvested equity (time‑based fully; performance‑based at “maximum”); 1‑year post‑termination option exercise window; conditioned on release |
| Change in control acceleration (if awards not continued) | Time‑based vest fully; performance‑based vest at maximum achievement |
| 280G excise tax | Cut‑back to maximize after‑tax value unless “best‑net” favors paying full amount; cooperation to mitigate 280G exposure |
| Dispute resolution | Binding AAA employment arbitration in Boston; jury trial waiver; Company bears arbitrator/admin fees (Exec may pay up to half at option) |
Board Governance
- Appointment: Kress appointed to Board as a Class III director and as Chairman of the Board on June 25, 2025; Matthew Patterson continues as a director (former Chair) . As of September 24, 2025, Board signatories include Kress (Chairman & CEO), Beckman, Cumbo, Detheux, Kalir, Namouni, and Reed .
- Dual‑role implications: Vor Bio’s April 2025 proxy emphasized benefits of separating Chair and CEO to reinforce independent oversight; Kress’s combined Chairman/CEO role marks a shift from that prior structure and reduces formal separation between management and Board leadership .
- Committees (April 2025, pre‑Kress appointment): Audit (Chair: Daniella Beckman); Compensation (Chair: Bill Lundberg, M.D.); Nominating & Corporate Governance (Chair: Joshua Resnick, M.D.) . Committee roles post‑June 2025 were not disclosed in the cited filings.
- Independence: CEO is not independent under Nasdaq rules; prior proxy reported seven of eight directors as independent with an independent Chair pre‑June 2025 .
- Director compensation policy: CEO receives no additional compensation for service as director; non‑employee directors receive cash retainers and option grants per policy .
Compensation Structure Analysis
- Equity‑heavy, at‑risk pay: Very large time‑based option grant (83.3M options) with 4‑year vesting implies strong alignment to stock performance, but also creates potential periodic selling pressure upon monthly vesting as awards become liquid .
- Guaranteed vs. at‑risk: Salary ($700k) and $400k sign‑on are fixed; annual bonus is discretionary (target 60% of salary) tied to Board‑set performance goals .
- CIC protection and acceleration: Robust CIC severance (24 months base; 150% target bonus; full acceleration of unvested equity at maximum for performance awards) can incentivize strategic transactions but raises pay‑for‑performance scrutiny if realized without commensurate shareholder value .
- Company precedent on employee retention tools: In Feb 2025, Vor re‑priced underwater options for employees/executives to $1.34 with a retention period, signaling willingness to adjust equity to support retention; while this predates Kress’s hire, it frames compensation philosophy .
Equity Ownership & Alignment
- Beneficial ownership: Newly appointed; ownership will be dominated by unvested options; no director/executive pledging permitted per policy .
- Ownership guidelines: Not disclosed for executives in cited filings; director policy noted separately .
- Dilution context: June 2025 transactions required shareholder approval to increase authorized shares and issue pre‑funded warrants and partner warrants; Board sought a charter amendment and support agreements representing ~63% voting power to approve share issuance and increase authorizations .
Performance & Track Record
- Notable achievements: Led Monjuvi commercialization and executed major pipeline acquisition at MorphoSys; Syntimmune sale to Alexion .
- Strategic pivot at Vor Bio: Secured ex‑Greater China license to telitacicept with $125M initial consideration ($45M cash + $80M warrants) and potential >$4B milestones; concurrent $175M PIPE financing to fund development .
Investment Implications
- Alignment and retention: The sizable, long‑dated option grant and strong CIC protections should help retain Kress and align incentives with equity performance; prohibited hedging/pledging reduces misalignment risk .
- Governance risk: Combining CEO and Chairman roles reduces formal independent oversight versus prior independent chair structure highlighted in the 2025 proxy, warranting monitoring of Board processes and committee independence updates .
- Dilution and capital strategy: The charter amendment, partner warrant issuance, and PIPE raise signal aggressive capital strategy to support telitacicept; monitor exercise of large warrant overhangs and authorization changes for dilution impacts on per‑share economics .
- Pay‑for‑performance scrutiny: Absence of disclosed bonus metrics and full acceleration at maximum performance on CIC increase scrutiny; investors should track disclosed operating/clinical milestones tied to bonus outcomes in subsequent proxies/filings .