Mary-Alice Miller
About Mary-Alice Miller
Mary-Alice Miller, J.D., is Acrivon Therapeutics’ Chief Legal Officer (since September 2023), after serving as General Counsel from October 2022 to September 2023; she has also been Corporate Secretary since December 2022 . She holds a B.A. and a J.D. from Boston College and has 20+ years of corporate legal experience, including serving as general counsel of two companies taken public (per company investor materials) . Prior roles include General Counsel at Butterfly Network (Dec 2020–Jun 2022) and General Counsel and Chief Risk Officer at Columbia Care (Dec 2017–Dec 2020), as well as a stint at Outside GC (Mar–Dec 2017) . In 2023 she was a named executive officer, reflecting her executive-level compensation and governance responsibilities during that year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Butterfly Network, Inc. | General Counsel | Dec 2020 – Jun 2022 | Public-company GC role in digital health; part of executive legal leadership . |
| Columbia Care | General Counsel and Chief Risk Officer | Dec 2017 – Dec 2020 | Enterprise legal/risk leadership at a medical cannabis company . |
| Outside GC | Member (outside counsel) | Mar 2017 – Dec 2017 | Provided outsourced general counsel support to client companies . |
External Roles
- No public-company directorships or external board roles are disclosed for Ms. Miller in Acrivon’s executive officer biographies or governance disclosures .
Fixed Compensation
- Base salary and target bonus history (offer letter and amendments)
| Effective date | Base salary ($) | Target bonus (% of salary) | Source |
|---|---|---|---|
| Mar 16, 2023 | 416,000 | 40% | Board-approved increase from $400,000 in March 2023 . |
| Sep 12, 2023 (promotion to CLO) | 435,000 | 40% | Offer letter amended on promotion to CLO . |
- 2023 named executive compensation (actuals)
| Metric | 2023 |
|---|---|
| Salary ($) | 418,501 |
| Stock awards grant-date fair value ($) | 34,529 |
| Option awards grant-date fair value ($) | 75,366 |
| Non-equity incentive plan compensation ($) | 168,607 |
| Total ($) | 697,003 |
Notes:
- For 2023, Acrivon’s Board determined corporate performance goals were achieved at 100%, supporting cash incentive payouts; Ms. Miller’s target bonus was 40% of base salary .
Performance Compensation
- Annual cash incentive design and 2023 payout
| Metric | Weighting | Target | Actual | Payout basis | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2023) | Not disclosed | 40% of base salary | $168,607 | Corporate goals achieved at 100% for 2023 (plus individual objectives) | Cash (not applicable) |
- Equity incentives and vesting practice (company-standard)
- Company equity awards include stock options and RSUs; options granted post-IPO typically vest 25% on the one-year anniversary with the remainder vesting in 36 equal monthly installments; RSUs often vest 25% after one year then in equal quarterly installments thereafter, subject to continued service .
- Ms. Miller received equity in 2023 (RSUs and options) and was among officers who filed a late Form 4 related to an option grant dated March 1, 2024 (administrative oversight), evidencing continued equity participation; award counts for Ms. Miller are not itemized in the proxy .
Equity Ownership & Alignment
- Beneficial ownership: Ms. Miller is not individually itemized in the April 21, 2025 beneficial ownership table (which lists 5% holders, directors, and named executive officers); as such, her total beneficial ownership and pledged shares (if any) are not disclosed in that table .
- Company insider trading policy and governance: Acrivon maintains an Insider Trading Policy applicable to employees, officers, directors, and consultants; the policy is filed as an exhibit to the 2024 Form 10-K .
- Stock ownership guidelines: Not disclosed for executives in the cited filings .
Employment Terms
- Offer letter and severance/change-in-control terms (as amended at promotion)
- Base salary and annual target bonus percentage are set by the Compensation Committee and may be adjusted over time .
- Severance (non-change in control): if terminated without cause or resigns for good reason (outside the 12-month post-change-of-control window), cash severance equals six months of base salary, subject to a release .
- Change-of-control (within 12 months post-CoC): if terminated without cause or resigns for good reason, cash severance equals six months of base salary plus full acceleration of all outstanding time-based equity awards, subject to a release (double-trigger) .
- Clawback policy: The Compensation Committee is responsible for developing and implementing policies with respect to recovery of excess incentive-based compensation paid to officers based on erroneous data .
Risk Indicators & Red Flags
- Section 16(a) filing timeliness: The company disclosed that multiple insiders, including “Mary Miller,” filed late Forms 4 on November 27, 2024 to report March 1, 2024 option grants due to an administrative oversight (process issue; not a misconduct finding) .
- Hedging/pledging: No pledging or hedging by Ms. Miller is disclosed; the company cites its Insider Trading Policy and governance framework .
- Related party transactions: None identified involving Ms. Miller in the related-person transactions section for 2023–2024 .
Governance & Responsibilities
- Corporate Secretary: Ms. Miller serves as Corporate Secretary, reflecting a central role in governance processes and the annual meeting/proxy workflow; she is also named as a proxy holder on the 2025 proxy card .
Compensation Structure Analysis
- Cash vs equity mix (2023): Ms. Miller’s 2023 compensation combined salary ($418.5k), a performance-based cash bonus ($168.6k), and modest equity grants (options and RSUs), indicating a balanced mix with meaningful at-risk components aligned to corporate performance achievement .
- Shift in guaranteed vs at-risk: Her March and September 2023 base salary increases (to $416k and then $435k) reflect role elevation to CLO, while incentive eligibility remained at 40% of salary; equity participation continued via 2023 awards and a 2024 option grant (filing noted), maintaining pay-at-risk exposure .
- Clawback controls: Committee-level mandate to implement clawbacks for excess incentive-based compensation supports pay-for-performance risk management .
Performance & Track Record
- Tenure and scope: GC (Oct 2022–Sep 2023), CLO (Sep 2023–present), Corporate Secretary (since Dec 2022); portfolio spans SEC compliance, governance, and enterprise legal risk .
- Company operating backdrop: As a clinical-stage biotech, Acrivon reported operating losses consistent with R&D-stage development (e.g., net loss of $58.9M for the nine months ended Sept 30, 2025), underscoring the importance of legal and regulatory execution during financing and clinical milestones .
- Investor-facing role: Ms. Miller is named on the proxy card as a proxy holder for the 2025 annual meeting, indicating frontline governance engagement .
Performance Compensation Detail (Plan Mechanics)
| Element | Metric | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Annual cash bonus (2023) | Corporate and individual goals | 40% of salary | $168,607 paid | Corporate goals achieved at 100% in 2023 per proxy; individual weighting not disclosed . |
| Stock options | Service-vested | Standard schedule | Granted in 2023; additional grant dated Mar 1, 2024 (late Form 4) | Post-IPO standard vest: 25% at one year, remaining monthly over 36 months (company practice) . |
| RSUs | Service-vested | Standard schedule | Granted in 2023 | Standard RSU vesting often 25% at one year then quarterly thereafter (company practice) . |
Investment Implications
- Alignment and retention: Double-trigger change-in-control economics with six months’ cash and full acceleration of time-based equity promote retention while preventing single-trigger windfalls; target bonus at 40% and continued equity participation maintain at-risk alignment .
- Selling pressure/vesting cadence: Company-standard vesting (25% one-year cliff, then monthly/quarterly) and the March 1, 2024 option grant imply potential periodic supply as awards vest; exact share counts for Ms. Miller are not disclosed, tempering precision on projected selling pressure .
- Governance quality: Presence of an insider trading policy, committee-level clawback mandate, and professionalized secretary/proxy processes support governance hygiene; the isolated late Form 4s indicate an administrative lapse rather than a systemic control failure based on current disclosures .
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