Ceryvyn Therapeutics Revises Executive Chair Compensation Following Dr Jeremy Levin's Appointment as CEO

Ceryvyn Therapeutics' Commitment to Addressing Lymphangioleiomyomatosis and Unmet Needs

Based in Hawthorn East, Victoria, Ceryvyn Therapeutics is a clinical-stage biopharmaceutical company specialising in translating human biology advances into transformative medicines for patients with serious conditions. Its primary focus is lymphangioleiomyomatosis (LAM), a rare, chronic, progressive systemic disease predominantly affecting women’s lungs, leading to progressive lung function decline. Despite existing therapies, LAM remains incurable and presents significant unmet medical needs.

The company targets biological mechanisms driving disease progression to develop therapies addressing these core pathways. This scientific approach positions Ceryvyn competitively within biotechnology, where innovative therapeutic strategies can deliver substantial value to patients and shareholders alike. The emphasis on rare diseases like LAM aligns with industry trends toward precision medicine and targeted biological treatments where conventional options are limited.

Dr Jeremy Levin's Combined Executive Leadership Role

Following Board restructuring, Dr Jeremy Levin took on Chief Executive Officer responsibilities in addition to his role as Chair, ensuring leadership continuity during the company’s strategic transition. Since 15 September 2025, he has held both Chair and CEO positions, consolidating executive authority to guide the company through this critical phase.

Independent Directors conducted a formal review of Dr Levin’s expanded duties to ensure his remuneration fairly reflects the increased scope and complexity of managing dual roles. This governance process underscores the Board’s commitment to aligning executive compensation with corporate responsibility and shareholder interests. Dr Levin was excluded from remuneration discussions to maintain governance integrity and independence.

Details of Revised Remuneration Package

The Board approved updated remuneration effective 15 September 2025, clarifying compensation for Dr Levin’s expanded executive functions. Total cash remuneration is AUD $484,250 annually, comprising Chairman fees of AUD $150,000, Board Committee fees of AUD $6,750 per committee per year, and CEO consultancy fees of AUD $314,000. These components reflect the independent Directors’ assessment that the revised package appropriately matches the complexity of Dr Levin’s responsibilities.

Additionally, Dr Levin is eligible for a retention bonus equal to 30% of combined Chairman fees and CEO consultancy fees, amounting to AUD $114,075 annually. This bonus is tied specifically to the CEO consultancy agreement announced on 19 August 2025, incentivising leadership continuity during strategic initiatives. The multi-tiered remuneration balances fixed compensation with performance-linked retention elements.

Lead Development Program CYV-101 Targeting Lymphangioleiomyomatosis

Ceryvyn’s lead program, CYV-101, is a first-in-class fusion protein designed to selectively bind and neutralise VEGF-C and VEGF-D, key signalling proteins involved in pathological lymphangiogenesis. By targeting this fundamental disease-driving pathway in LAM, CYV-101 offers a differentiated therapeutic approach. This targeted mechanism distinguishes it from existing treatments and reflects Ceryvyn’s commitment to precision biology addressing unmet medical needs.

The development of CYV-101 aligns with Ceryvyn’s strategy of targeting biological drivers of serious diseases. Its first-in-class status may provide competitive advantages in the rare disease sector, where novel mechanisms and differentiated therapies attract significant clinical and commercial interest. Neutralising VEGF-C and VEGF-D disrupts pathological lymphangiogenesis, the process contributing to lung function decline in LAM patients.

Engagement Terms Including Notice and Termination Provisions

The revised agreement for Dr Levin includes standard termination provisions typical for senior executives. Either party may terminate with three months’ notice unless mutually agreed otherwise. The Company may opt to pay in lieu of notice, offering flexibility in managing leadership transitions. These terms balance protections for both Dr Levin and the company.

These customary terms, confirmed by the Board, provide a reasonable timeframe for leadership succession critical for a clinical-stage biopharmaceutical company navigating strategic development. The payment-in-lieu option enhances flexibility while ensuring clarity regarding obligations and tenure security during transition.

Governance and Independent Director Oversight of Remuneration

The remuneration revision followed a comprehensive review by independent Directors, reflecting adherence to best corporate governance practices. Dr Levin did not participate in discussions or decisions about his pay, preserving decision-making independence and avoiding conflicts of interest.

The independent Directors concluded the revised remuneration appropriately reflects Dr Levin’s expanded role, demonstrating a structured, evidence-based approach to executive compensation. This transparent process ensures shareholder accountability and reinforces confidence in Board governance during the company’s strategic transition.

Strategic Transition and Executive Leadership Stability

The updated remuneration must be viewed within Ceryvyn’s broader leadership restructuring amid strategic transition. The Board’s decision to consolidate Chair and CEO roles under Dr Levin aims to provide stable leadership during significant change and development phases. This strategic choice prioritises continuity as the company advances clinical programs and its mission to develop transformative therapies.

Stable executive leadership is vital for clinical-stage biopharmaceutical companies balancing long-term goals with operational demands. Formalising and fairly compensating Dr Levin’s dual role signals the Board’s commitment to leadership stability, providing clear accountability during critical development stages and reducing ambiguity in decision-making.

Compliance with ASX Listing Rules and Disclosure Obligations

Ceryvyn’s disclosure of Dr Levin’s revised remuneration complies with ASX Listing Rule 3.16.4, requiring material executive agreement terms to be announced. Detailed terms, included in Appendix A of the announcement, offer shareholders and investors comprehensive insight into compensation structure and scope.

This disclosure, authorised by the Board, highlights Ceryvyn’s dedication to corporate governance and market transparency. By detailing cash components, retention bonuses, and termination terms, the company facilitates informed shareholder evaluation of executive pay decisions. Transparency is crucial for clinical-stage biotech firms where governance and strategic clarity impact investor confidence and capital market perceptions.

Rare Disease Focus and Precision Therapeutic Development

Ceryvyn Therapeutics’ focus on rare diseases like LAM exemplifies a development strategy targeting significant unmet medical needs in defined patient populations. The rare disease sector offers biotech companies opportunities to develop differentiated therapies where treatment options are scarce. LAM, primarily affecting women and causing progressive lung function loss despite existing therapies, represents a clear unmet need addressed by targeted biological agents like CYV-101.

The company’s commitment to transforming advances in human biology into innovative medicines positions it strongly among clinical-stage biotech firms pursuing precision medicine. Success in this space demands sustained scientific rigor and executive leadership adept at navigating complex regulatory and clinical pathways. The formal recognition of Dr Levin’s expanded responsibilities through revised remuneration underscores the Board’s acknowledgement that achieving these goals requires stable, focused leadership dedicated to long-term development objectives.