Thomas Gad
About Thomas Gad
Founder of Y-mAbs Therapeutics (April 2015) and currently Chief Business Officer (since November 2023) and Vice Chairman of the Board; previously President and Head of Business Development & Strategy (2015–Nov 2023) and Interim CEO (Apr 2022–Nov 2023) . Age 55 as of May 30, 2025; B.S. in Business Administration from Pepperdine University; >20 years in pharma including co-founding Singad Pharma (2003) and prior investment banking at Aspen Capital Partners/FFC A/S . Company performance context: net loss of $29.7M in 2024 vs $21.4M in 2023 and $95.6M in 2022; a $100 TSR index stood at $48.30 in 2024 vs $42.07 in 2023 and $30.10 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Y-mAbs Therapeutics | Founder; Chairman of the Board | 2015–Apr 2022 | Established company, secured executive team and seed capital; led early strategy |
| Y-mAbs Therapeutics | Interim CEO | Apr 2022–Nov 2023 | Led transition and re-organization; bridged to new CEO |
| Y-mAbs Therapeutics | President; Head of BD & Strategy | 2015–Nov 2023 | Drove BD/licensing and strategic direction |
| Y-mAbs Therapeutics | Chief Business Officer; Vice Chairman | Nov 2023–present | Continues capital raising, BD and board leadership |
| Singad Pharma | Co‑founder | 2003 | Specialty pharma and distribution; commercial operations |
| Aspen Capital Partners/FFC A/S | Investment banking | Not disclosed | Capital raising experience; deal execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
Fixed Compensation
Multi-year cash and fixed pay details for Thomas Gad:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $605,900 | $664,899 (includes interim CEO monthly amounts through Nov 6, 2023) | $579,752 (4% merit increase from $557,454 in Jan 2024) |
| Target Bonus % of Salary | 50% | 50% | 50% |
| All Other Compensation ($) | $84,736 (includes housing allowance) | $84,358 (includes $7,000/month housing allowance and $358 accident insurance) | $84,000 (monthly housing allowance of $7,000) |
| Total Compensation ($) | $1,435,695 | $2,454,483 | $2,075,163 |
Performance Compensation
Annual cash incentive plan design and payouts:
| Metric | Weighting | Actual Payout % |
|---|---|---|
| Danyelza Product Revenue | 40% | 37% |
| Medical Affairs Objectives | 10% | 10% |
| KOL scientific engagements | 5% | 5% |
| Publications submitted | 5% | 5% |
| SADA Clinical Development Objectives | 17.5% | 13.6% |
| CD38-SADA (treat first patient) | 5% | 3.6% |
| GD2-SADA Phase I (present first clinical data) | 7.5% | 7.5% |
| GD2-SADA pediatric IND submission | 5% | 2.5% |
| Business Development Objectives | 20% | 12.5% |
| Enter new SADA partnership | 15% | 7.5% |
| DANYELZA commercialization partnership | 5% | 5% |
| Operating Efficiency (cash burn & opex) | 12.5% | 12.5% |
| Total | 100% | 85.6% |
2024 bonus calculation for Gad:
| Name | Base Salary ($) | Target Bonus % | Target Bonus ($) | Approved Bonus % | Bonus Paid ($) |
|---|---|---|---|---|---|
| Thomas Gad | $579,752 | 50% | $289,876 | 85.6% | $248,133 |
2023 bonus calculation for Gad:
| Name | Base Salary ($) | Target Bonus % | Target Bonus ($) | Approved Bonus % | Bonus Paid ($) |
|---|---|---|---|---|---|
| Thomas Gad | $664,899 (incl. interim CEO monthly add-ons) | 50% | $332,450 | 109% | $362,370 |
Long-term equity awards and vesting:
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting Schedule |
|---|---|---|---|---|
| Stock Option | Jan 18, 2024 | 132,500 | $9.83 | 25% at 1-year; 1/48 monthly thereafter (Standard Option Vesting) |
| RSU | Jan 18, 2024 | 22,100 | — | 3 equal annual installments on Jan 18, 2025/2026/2027 |
| Stock Option | Nov 6, 2023 | 75,000 | $5.75 | 25% at 1-year; 1/48 monthly thereafter |
| Standard schedules | Various | — | — | Options: 25% one-year cliff then monthly; RSUs: annual installments per award |
2025 design changes: Compensation Committee adopted equally weighted mix of options, RSUs, and PSUs for NEOs; PSUs vest based on performance conditions (market-based and service) under 2024 say-on-pay feedback framework .
Equity Ownership & Alignment
Beneficial ownership as of May 23, 2025:
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Thomas Gad | 1,339,282 (includes family and derivative holdings) | 2.9% |
Breakdown of Gad’s holdings:
| Component | Shares |
|---|---|
| GAD Enterprises LLC (sole member/manager) | 67,681 |
| Direct (outright) | 142,486 |
| Children (same household) | 60,000 |
| Options/RSUs exercisable/vesting within 60 days | 1,069,115 |
Outstanding equity awards (as of Dec 31, 2024):
| Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Option | 103,000 | — | 2.00 | Jun 10, 2025 |
| Option | 143,169 | — | 4.38 | Oct 21, 2026 |
| Option | 16,000 | — | 8.50 | Dec 14, 2026 |
| Option | 100,000 | — | 11.16 | Apr 24, 2028 |
| Option | 107,500 | — | 21.97 | Dec 11, 2028 |
| Option | 130,000 | — | 30.34 | Jan 7, 2030 |
| Option | 91,450 | — | 53.88 | Dec 15, 2030 |
| Option | 82,412 | 27,588 | 15.73 | Dec 14, 2031 |
| Option | 38,712 | 21,288 | 9.52 | May 18, 2032 |
| Option | 115,965 | 126,235 | 4.70 | Jan 17, 2033 |
| Option | 20,310 | 54,690 | 5.75 | Nov 6, 2033 |
| Option | — | 132,500 | 9.83 | Jan 18, 2034 |
| RSUs (Not Vested) | — | 27,001 | Market value $211,418 (at $7.83 on 12/31/2024) | |
| RSUs (Not Vested) | — | 22,100 | Market value $173,043 (at $7.83 on 12/31/2024) |
Vesting schedules for Gad’s 2024/2023 RSUs and options:
| Award | Vesting Dates |
|---|---|
| RSU 27,001 (granted Jan 17, 2023) | 50% on Jan 17, 2025; 50% on Jan 17, 2026 (service-based) |
| RSU 22,100 (granted Jan 18, 2024) | 1/3 annually on Jan 18, 2025/2026/2027 (service-based) |
| Standard Stock Options | 25% on first anniversary; 2.0833% monthly through 4 years |
Policies:
- Clawback policy adopted Nov 2023 (SEC/Nasdaq compliant for restatements) .
- No tax gross-ups on option grants .
- Related party transaction oversight resides with Audit Committee per policy .
No disclosures on pledging/hedging or executive stock ownership guidelines; not applicable data in proxy .
Employment Terms
Key terms of Gad’s service agreement (April 2016):
| Provision | Terms |
|---|---|
| Term & Notice | At-will under service agreement; Company may terminate with 12 months’ notice; Gad may terminate with 6 months’ notice |
| Base Salary & Bonus | Eligible annual bonus target 50% of base salary |
| Severance (no cause) | If terminated without “cause” and subject to release: continue base salary for 12 months during notice, plus an additional 12 months thereafter; total 24 months of then-existing base salary; benefits continued per agreement for one year following notice period |
| Cause Definition | Fraudulent, unlawful, grossly negligent or willful misconduct; materially injurious conduct; felony conviction/plea |
| Non‑compete | During employment and post-termination: 1 year if Gad resigns; 6 months if Company terminates; applies to U.S., Denmark, and other Company territories |
| Non‑solicit | Same durations as non‑compete; prohibits employee solicitation |
| Confidentiality/IP | Prohibits disclosure; assignment of related IP to Company |
Change-of-control severance, accelerated vesting terms for Gad are not disclosed; no data in proxy .
Board Governance
- Board service history: continuous director since inception; Chairman (2015–Apr 2022); Vice Chairman since Nov 2023; current Class III term expires 2027 .
- Committee roles: Not listed as a member of Audit, Compensation, or Nominating committees; those committees comprised of independent directors (e.g., Audit: Gill (Chair), Healy, Wedell-Wedellsborg; Compensation: Hamill (Chair), Gill, Ber) .
- Independence: Gad is an employee-director (non‑independent); independent Chairman since Apr 2022 (Dr. James I. Healy) mitigates dual-role concerns .
- Director compensation: Employee directors (including Gad) receive no additional compensation for board service .
Director Compensation (for context; non-employee directors)
Cash retainers (2023 policy): Board $50,000; Audit $10,000 ($20,000 chair); Compensation $7,500 ($15,000 chair); Nominating $5,000 ($10,000 chair). Equity policy includes initial and annual option/RSU awards; amended in April 2024 to align with peer median . Gad receives none of these as an employee director .
Compensation Structure Analysis
- Mix evolution: Shift from options-only historically to options+RSUs in 2023–2024; in 2025, PSU awards added, aligning pay more tightly with performance/market conditions .
- Year-over-year changes: Total comp declined to $2.08M in 2024 from $2.45M in 2023 driven by lower option awards and lower cash bonus; base salary reduced reflecting end of interim CEO stipend .
- At-risk pay: Significant portion remains equity-linked; 2024 annual bonus tied to revenue, BD and SADA milestones (85.6% corporate achievement) .
- Governance protections: Clawback adopted; no tax gross-ups on options .
Related Party Transactions
- Oversight via Audit Committee under formal policy requiring review and approval/ratification; specific Gad-related transactions not disclosed in the proxy .
Risk Indicators & Red Flags
- Dual role: Founder and Vice Chairman, but independent Chair since 2022 reduces CEO/Chair conflicts; Gad is non‑independent, which is typical for founder-executives .
- Option overhang: Large multi-year option tranches expiring 2025–2034 could create periodic selling pressure upon vest/expiration; no repricing disclosed; grants at market exercise prices .
- Clawback in place; no tax gross-ups; no disclosed pledging/hedging—lack of pledging disclosure is neutral rather than positive/negative .
- Say‑on‑pay: Committee cites investor outreach and 2024 vote context but specific approval percentages not disclosed .
Compensation Peer Group & Philosophy
- Target positioning around 50th percentile for base salary and long-term awards (Aon benchmarking); 2024 awards for Gad at ~50th percentile; 2025 mix includes PSUs to reinforce pay-for-performance .
Say‑on‑Pay & Shareholder Feedback
- Compensation Committee references ongoing monitoring of advisory vote outcomes and investor outreach; specifics not disclosed .
Expertise & Qualifications
- Capital raising, licensing, and manufacturing qualifications; founder perspective; Pepperdine B.S. in Business Administration; >20 years pharma senior management/BD experience .
Work History & Career Trajectory
- Founder-led progression from President/BD to Interim CEO; transition to CBO alongside external CEO appointment; prior co‑founder of Singad Pharma (2003); earlier investment banking .
Compensation Committee Analysis
- Compensation Committee chaired by Laura Hamill; uses independent consultant (Aon) for benchmarking; manages incentive plans, director pay, and investor engagement on compensation .
Investment Implications
- Alignment: Gad’s 2.9% beneficial stake (including substantial near-term exercisable/vesting holdings) aligns interests but creates potential selling windows as RSUs vest and options mature through 2034 .
- Retention: Service agreement provides robust severance (24 months base salary) and non‑compete/non‑solicit protections, reducing departure risk but adding severance cost exposure; bonus targets fixed at 50% of salary .
- Pay-for-performance tightening: Addition of PSUs (2025) and structured operating/revenue/SADA KPIs (85.6% corporate achievement in 2024) suggest increasing performance linkage; continued losses and modest TSR highlight execution risk in commercialization and pipeline timelines .
- Governance: Independent Chair, employee-director status without extra board pay, and clawback reduce governance risk; lack of disclosed pledging/ownership guidelines is a monitoring point .