Michael Rossi
About Michael Rossi
Michael Rossi (age 54) is President and CEO of Y-mAbs Therapeutics and a Class III director (term expiring 2027). He joined as CEO on November 6, 2023. Rossi has 30+ years in radiopharmaceuticals, with roles at Mirion Technologies (Medical Group President), Novartis’ Advanced Accelerator Applications (Head of Radioligand Imaging), and Jubilant Radiopharma (President), and earlier roles at GE Healthcare, Tyco/Mallinckrodt, and Syncor. He holds a B.S. in Pharmacy, Authorized Nuclear Pharmacist certification, and is licensed in Pennsylvania .
- Pay-for-performance context: 2024 “Pay vs Performance” shows company cumulative TSR value of $48.30 on a $100 baseline at year-end 2024 and net loss of $(29.7) million; 2023 TSR $42.07, net loss $(21.4) million . The 2024 annual bonus funded at 85.6% on revenue, SADA, BD, and cost metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mirion Technologies | Medical Group President | Oct 2022–2023 | Led medical segment at a detection/measurement solutions provider . |
| Advanced Accelerator Applications (Novartis) | Head of Radioligand Imaging | 2019–2022 | Led radioligand imaging business within Novartis . |
| Jubilant DraxImage/Jubilant Radiopharma | President, Radiopharmaceuticals | 2014–2019 | Scaled commercial radiopharma operations . |
| GE Healthcare; Tyco Healthcare/Mallinckrodt; Syncor | Various leadership roles | n/a | Commercial and operational leadership across radiopharma supply chain . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nucleus Radiopharma (private) | Director | Current | Private company board service . |
| Archeus Technologies Ltd (private) | Director | As of Oct 2023 | Listed in appointment 8-K at hire; not reaffirmed in 2025 proxy . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 705,600 | 65% | 392,596 | 2024 annual bonus paid Jan 2025 based on 85.6% corporate achievement . |
| 2023 | 109,582 | 65% | 71,623 (prorated) | $300,000 sign-on bonus paid Nov 2023; subject to clawback if depart before Nov 6, 2024 . |
Performance Compensation
| Metric (2024) | Weighting | Target | Actual | Payout contribution |
|---|---|---|---|---|
| Danyelza net product revenue (global, aggregated) | 40% | Company target | 37% achievement | 37% |
| Medical Affairs: KOL engagements | 5% | Company target | 5% | 5% |
| Medical Affairs: Publications submitted | 5% | Company target | 5% | 5% |
| SADA: CD38-SADA (treat first patient) | 5% | Company target | 3.6% | 3.6% |
| SADA: GD2-SADA Phase I (present first clinical data) | 7.5% | Company target | 7.5% | 7.5% |
| SADA: GD2-SADA pediatric IND submission | 5% | Company target | 2.5% | 2.5% |
| Business Development: New SADA partnership | 15% | Company target | 7.5% | 7.5% |
| Business Development: DANYELZA launch/commercialization partnership | 5% | Company target | 5% | 5% |
| Operating efficiency: Cash burn and opex | 12.5% | Company target | 12.5% | 12.5% |
| Total | 100% | — | — | 85.6% total payout |
- 2025 long-term incentive mix for NEOs moved to equal-weight Options/RSUs/PSUs; PSUs vest upon (i) adding ≥$50M capital via financings/BD during 1/17/2025–1/16/2028 and (ii) filing one new radiopharma IND during the same period; 50% of PSUs for each goal; forfeiture if not achieved .
Equity Awards (grants and vesting)
| Award | Grant date | Size | Price | Vesting |
|---|---|---|---|---|
| Initial Option | 11/6/2023 | 615,240 | $5.75 | 25% at 1st anniversary, then monthly over 3 years (4-year total) . |
| 2024 Option | 2/12/2024 | 214,200 | $14.36 | Standard 4-year vesting (25% at 1-year, then monthly) . |
| 2024 RSU | 2/12/2024 | 35,700 | — | 1/3 each on 2/12/2025, 2/12/2026, 2/12/2027 . |
| 2024 PSU (stock-price) | 2/12/2024 | 54,000 | — | Three equal tranches; each vests on first date during 2/12/2025–2/12/2027 when (a) service condition date hits year 1/2/3 and (b) 30-trading-day avg. price ≥ $10; service + price both required . |
| 2025 PSUs (Financing + IND) | 1/17/2025 | Part of equal mix | — | 50% vests on ≥$50M capital addition during 1/17/2025–1/16/2028; 50% vests on FDA filing of one new radiopharma IND during same period; service condition applies; otherwise forfeit . |
Outstanding Equity (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise price | Expiration | Restricted/PSU units | Market value ($) |
|---|---|---|---|---|---|---|
| Stock option (Initial) | 166,606 | 448,634 | $5.75 | 11/6/2033 | — | — |
| Stock option (2024) | — | 214,200 | $14.36 | 2/12/2034 | — | — |
| RSUs | — | — | — | — | 35,700 | 279,531 (price $7.83) |
| PSUs | — | — | — | — | 54,000 | 422,820 (price $7.83) |
Note: Option awards vest 25% after one year and monthly thereafter over 36 months; RSUs vest one-third annually over three years .
Equity Ownership & Alignment
- Beneficial ownership: 339,993 shares (less than 1% of outstanding). Includes 7,982 shares owned outright and 332,011 shares underlying securities exercisable/vesting within 60 days of May 23, 2025 .
- Anti-pledging/hedging: Company policy prohibits pledging, short sales, derivatives, and hedging of company stock by directors and officers .
- Clawback: Nasdaq/SEC-aligned recoupment policy adopted Nov 2023 applies to incentive comp received on/after Oct 2, 2023 .
Employment Terms
| Provision | Core terms |
|---|---|
| Employment status | At-will . |
| Base salary | $705,600 initial . |
| Target bonus | 65% of base; 2023 prorated at target; 2024 onward performance-based . |
| Sign-on bonus | $300,000; clawback if terminated for cause or resigns without good reason within 12 months of start (except death/disability) . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base salary; prior-year bonus if unpaid; pro-rata target bonus for year of termination; 12 months COBRA subsidy; 12-month acceleration of time-vested equity . |
| Change-in-control (CIC) double-trigger | If terminated without cause or resigns for good reason within 12 months post-CIC: 18 months base salary (lump sum); 150% of target bonus (lump sum); 18 months COBRA subsidy; full acceleration of time-based equity; performance awards vest at 100% target . |
| Tax gross-ups | None disclosed for options; equity grants priced at or above grant-date market . Section 280G “best-net” cutback applies (no gross-up) . |
| Non-compete / non-solicit | 1-year post-termination non-compete and non-solicit across defined territories (subject to applicable law) . |
| Arbitration/Indemnification | JAMS arbitration (subject to legal limits); D&O indemnification; Company reimburses up to $25,000 legal fees for agreement negotiation . |
Definitions of “Cause” and “Good Reason” include customary elements (e.g., felony, fraud, willful misconduct; material pay/duty reduction or relocation >50 miles) with notice/cure periods .
Board Governance and Director Service
- Board role: Class III director; term expires 2027 .
- Independence: Board determined Rossi is not independent (as CEO). Chairman is independent (Dr. James I. Healy). Company has an independent Chair; no Lead Independent Director designated .
- Committees: Audit (Chair: Gill), Compensation (Chair: Hamill), Nominating & Governance (Chair: Wedell-Wedellsborg). Committee membership lists do not include Rossi (committees comprised of independent directors) .
- Director pay: Employee directors (Rossi) receive no additional compensation for Board service .
Director Compensation and Say-on-Pay Context
- 2024 say-on-pay support: ~97% approval of 2023 compensation . 2025 say-on-pay on 2024 NEO pay scheduled at July 11, 2025 annual meeting .
- Peer group and positioning: 18-company biotech peer set; base/target cash around 50th percentile; LTI targeted between 50th–75th percentile; Aon as independent consultant (no conflicts) .
Performance & Track Record
| Indicator | 2024 | 2023 |
|---|---|---|
| Cumulative TSR value of $100 investment (year-end) | $48.30 | $42.07 |
| Net income (loss), $mm | (29.7) | (21.4) |
| Corporate bonus payout factor | 85.6% (on 2024 plan) | 109% for non-CEO NEOs; CEO received prorated target under hire terms . |
Notable 2024 operating goals incorporated revenue, SADA clinical milestones (CD38-SADA first patient treated, GD2-SADA Phase 1 data, pediatric IND), BD partnerships, and cash burn/opex control . The Compensation Committee cited positive investor feedback and stock reaction post-CEO appointment in granting 2024 PSUs with a $10 30-day average price hurdle (later modified to align conditions with intent) .
Equity Ownership & Alignment Details
| Holder | Shares/rights |
|---|---|
| Michael Rossi | 339,993 shares beneficially owned (<1%). Includes 7,982 owned and 332,011 underlying rights exercisable/vesting within 60 days (as of 5/23/2025) . |
Company policy prohibits pledging, margining, short sales, and speculative or hedging transactions by insiders .
Employment Terms (Key Dates and Vesting)
| Item | Specific dates/terms |
|---|---|
| CEO start date | November 6, 2023 . |
| Initial Option vesting | 25% on 11/6/2024; then monthly through 11/6/2027 . |
| 2024 Option vesting | 25% on 2/12/2025; then monthly through 2/12/2028 . |
| RSU vesting | 1/3 on 2/12/2025, 2/12/2026, 2/12/2027 . |
| 2024 PSU vesting conditions | Service tranches at year 1/2/3 anniversaries; 30-day avg price ≥ $10 anytime in 2/12/2025–2/12/2027 . |
| 2025 PSU performance windows | Financing and IND performance goals during 1/17/2025–1/16/2028 . |
Investment Implications
- Alignment and incentives: A meaningful portion of CEO comp is equity-based with multi-year vesting; 2024 PSUs add a $10 share-price performance condition, and 2025 PSUs tie to financing and IND execution—clear levers toward capital formation and pipeline advancement . Anti-pledging/hedging and a formal clawback enhance alignment .
- Retention risk and severance economics: Standard biotech CEO protections—12 months salary severance (18 months under CIC), pro-rata bonus, COBRA subsidy, and equity acceleration (full at target under CIC). Non-compete/non-solicit for one year could moderate immediate departures; however, 2024–2027 option/RSU/PSU schedules imply continuing vesting-driven retention dynamics .
- Insider selling pressure: Near- and medium-term vesting (RSUs 2025–2027; options monthly; PSUs through 2027) could create periodic liquidity events; the $10 PSU hurdle may influence timing once price thresholds are met. Anti-pledging mitigates collateral-driven forced sales .
- Pay-for-performance: 2024 bonus funded at 85.6% with weighted operational goals, but company-level TSR and net income remained negative in 2024, framing ongoing execution risk and the need for revenue growth, BD and cost discipline embedded in 2025 PSU design .
- Governance: CEO also serves as director, but an independent Chairman leads the Board; committees are independent. Say-on-pay support (97%) indicates broad shareholder acceptance of the pay program’s structure .