Matthew Zuga
About Matthew Zuga
Matthew Zuga, age 59, is Acumen Pharmaceuticals’ Chief Financial Officer and Chief Business Officer, roles he has held since May 2021. He previously served as CFO/COO and a director of HighCape Capital Acquisition Corp. (2020–2021), is a partner at HighCape Capital (since 2013), and sits on the board of Elutia Inc. He holds an MBA from UNC Kenan-Flagler and a BS in Finance from Ohio State University . 2024 annual bonus design for Mr. Zuga targeted 40% of base salary with outcomes tied 80% to corporate objectives and 20% to individual goals; corporate objectives were assessed at 119% and his individual goals at 100%, resulting in a cash non‑equity incentive payout of $215,776 on a $468,263 base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HighCape Capital Acquisition Corp. | CFO, COO, and Director | 2020–2021 | Executed SPAC responsibilities and public-company finance/operations prior to ABOS de-SPAC . |
| HighCape Capital, LLC | Partner | 2013–present | Venture and growth investing in life sciences; capital markets expertise . |
| Acumen Pharmaceuticals (pre-CFO) | Advisor | 2019–2021 | Supported company pre-IPO; informed transition to CFO/CBO role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Elutia Inc. (public) | Director | 2015–present | Public biotech board service (formerly Aziyo Biologics) . |
| HighCape Capital, LLC | Partner | 2013–present | Ongoing investing role; adds network/capital markets reach . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base Salary ($) | 450,253 | 468,263 | 486,993 |
| Target Annual Bonus (% of salary) | 40% | 40% | Not disclosed |
| Target Annual Bonus ($) | ≈$180,101 (calc) | ≈$187,305 (calc) | Not disclosed |
Notes: 2025 base salary approved in January 2025; target bonus % for 2025 not disclosed in proxy .
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Payment Form |
|---|---|---|---|---|---|---|
| 2024 | Corporate objectives (R&D, operational effectiveness, brand progress) | 80% | 100% | 119% | ||
| 2024 | Individual goals (finance/R&D) | 20% | 100% | 100% | ||
| 2024 | Overall annual incentive | — | 40% of $468,263 ≈ $187,305 (target) | 115.2% of target (calc) | 215,776 | Paid as non‑equity incentive (cash) per SCT |
| 2023 | Annual incentive | — | 40% of $450,253 (target) | Based on corporate and individual goals | 234,131 | Paid as non‑equity incentive |
Additional equity incentives (time-based, not performance-based):
- 1/2/2024 grant: 159,000 options (48-month monthly vesting); 106,000 RSUs (1/3 on 1/2/2025, 1/3 on 1/2/2026, 1/3 on 1/2/2027) .
Equity Ownership & Alignment
- Hedging/margin prohibited: Company insider trading policy bans short sales, options transactions, hedging, and margin accounts for employees and directors .
- Beneficial ownership:
- As of April 8, 2025: 810,625 shares, 1.3% of outstanding .
- As of April 8, 2024: 619,403 shares, 1.0% of outstanding .
| Outstanding Equity Awards (as of 12/31/2024) | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU MV ($) at $1.72 |
|---|---|---|---|---|---|---|
| 7/29/2019 option | 46,420 | — | 0.72 | 7/29/2029 | — | — |
| 1/4/2021 option | 391,965 | 9,404 | 1.19 | 1/3/2031 | — | — |
| 1/19/2022 option | 109,375 | 40,625 | 5.19 | 1/18/2032 | — | — |
| 1/17/2023 RSU | — | — | — | — | 22,334 | 38,414 |
| 1/17/2023 option | 72,258 | 78,542 | 6.11 | 1/16/2033 | — | — |
| 1/2/2024 RSU | — | — | — | — | 106,000 | 182,320 |
| 1/2/2024 option | 36,437 | 122,563 | 4.23 | 1/2/2034 | — | — |
- In-the-money snapshot at 12/31/2024 share price $1.72: 2019 option (0.72 strike) and 2021 option (1.19 strike) were in-the-money; 2022–2024 grants (5.19/6.11/4.23 strikes) were out-of-the-money at year-end .
- Upcoming vesting events (potential selling pressure windows):
- RSUs: ~35,333 shares scheduled to vest across 1/2/2026 and 1/2/2027 from the 2024 grant (two equal tranches) .
- RSUs: ~7,444 shares scheduled to vest on 1/17/2026 (final 1/3 of 22,334 2023 RSUs) .
- Options: 2023 and 2024 options vest monthly through 1/17/2027 and 1/2/2028, respectively .
Employment Terms
- Agreement: Amended & Restated Employment Agreement with annual base salary and target bonus; bonus based on Company and individual goals at Board/Committee discretion .
- Restrictive covenants: Non-compete during employment and for nine months following termination without cause or for good reason; non‑solicit for one year post-termination; perpetual confidentiality and IP assignment covenants .
- Severance (non‑CIC): 9 months base salary; COBRA premiums up to 12 months, subject to eligibility/election .
- Change-in-Control (double trigger: termination without cause or resignation for good reason within 3 months prior to or 12 months post‑CIC): 12 months base salary; 12 months COBRA; lump-sum cash equal to 1.0x target annual bonus; accelerated vesting of time‑based equity (performance awards per award terms) .
- Severance conditioned on release of claims and compliance with restrictive covenants .
Compensation Structure Analysis
- Mix and shifts:
- 2024 pay mix exhibits high at‑risk and equity-heavy compensation: salary $468,263; stock awards $448,380; option awards $537,977; non‑equity incentive $215,776; total $1,689,514 .
- Target bonus remained 40% of salary in 2023–2024; 2025 target not disclosed .
- Incentive calibration:
- 2024 corporate goal attainment (119%) drove a 115.2% payout of target incentive for Mr. Zuga, consistent with formulaic weighting (80% corporate, 20% individual at 100%) and paid as non‑equity incentive .
- Equity design:
- Equity is predominantly time‑based (RSUs and monthly‑vesting options) under the 2021 Plan; no PSUs disclosed for Mr. Zuga. Annual grant timing in January; no spring‑loading/timing practices per policy .
Perquisites, Retirement, and Clawback/Hedging
- Retirement/perqs: 401(k) non‑elective contributions up to 4%, HSA contributions, life insurance premium reimbursements, cell phone and wellness reimbursements; minimal gift card tax gross‑up ($1) .
- Hedging/margin: Prohibited (short sales, options, hedging, margin accounts) per insider trading policy; reduces misalignment risk .
- Clawback/ownership guidelines/pledging: Not disclosed in the proxy; no explicit pledging prohibition disclosed beyond margin account prohibition .
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 450,253 | 204,685 | 699,003 | 234,131 | 18,217 | 1,606,289 |
| 2024 | 468,263 | 448,380 | 537,977 | 215,776 | 19,118 | 1,689,514 |
Performance & Track Record
- Bonus performance drivers: 2024 corporate goals (R&D, operational effectiveness, brand progress) achieved 119%; individual goals for Mr. Zuga were 100% .
- Pay-versus-performance disclosures (TSR, compensation actually paid, company-selected measure): Not specifically presented for Mr. Zuga in the cited sections of the 2025 and 2024 proxies; no TSR metric disclosed for his incentives; compensation program set with guidance from Aon .
Risk Indicators & Red Flags
- Hedging/margin prohibited; reduces misalignment risk .
- Severance/CIC economics: Moderate—9 months non‑CIC; 12 months salary + 1.0x target bonus at CIC with time‑based equity acceleration; double‑trigger structure (shareholder‑friendly) .
- Underwater options: Large 2022–2024 option tranches above $1.72 YE price; limited near‑term in‑the‑money exposure (except 2019/2021 grants), tempering immediate selling pressure .
Equity Ownership Trend (Beneficial)
| As-Of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| April 8, 2024 | 619,403 | 1.0% |
| April 8, 2025 | 810,625 | 1.3% |
Investment Implications
- Alignment: High at‑risk mix and formulaic bonus mechanics tied to R&D/operational milestones indicate alignment with execution milestones; hedging/margin prohibitions further reinforce alignment .
- Retention: Time‑based RSUs and monthly‑vesting options create multi‑year retention hooks through 2027; non‑compete (9 months) and non‑solicit (1 year) strengthen retention posture .
- Selling pressure: Scheduled RSU vests in January 2026 and 2027 (2024 grant) and January 2026 (2023 grant) are potential liquidity events; however, significant 2022–2024 option tranches were out‑of‑the‑money at YE 2024 ($1.72 vs. $4.23/$5.19/$6.11 strikes), limiting option‑driven selling unless share price appreciates .
- Change-in-control economics: Double‑trigger protection with 12 months salary and 1.0x target bonus plus time‑based equity acceleration is moderate, not excessive—limiting windfall risk while preserving continuity incentives in strategic scenarios .
- Ownership: Beneficial ownership increased to 810,625 shares (1.3%) by April 2025, signaling meaningful skin-in-the-game relative to role; no explicit pledging disclosed .