Andrew Mazar
About Andrew Mazar
Andrew P. Mazar, Ph.D. (age 63) is Chief Operating Officer of Actuate Therapeutics (since June 2022), with a career spanning biotech operating roles, drug discovery, and academic leadership . He co-founded Monopar Therapeutics (CSO and director, 2016–2022) and Tactic Pharma, where he co-invented WTX-101/ALXN1840 (Wilson’s disease), acquired by Alexion for more than $800 million in 2018 . He previously served as CSO at Attenuon (2000–2009) and Professor of Pharmacology/Director of the Center for Developmental Therapeutics and Entrepreneur-in-Residence at Northwestern University (2009–2016); education: BS (UW–Parkside), PhD Biochemistry (University of Illinois College of Medicine, Chicago) . The proxy discloses annual cash bonuses are tied to mutually agreed milestones (no specific financial/TSR/ESG metrics provided) and does not present TSR/revenue/EBITDA pay linkages for Dr. Mazar .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Monopar Therapeutics, Inc. | Co‑Founder, Chief Scientific Officer, Director | 2016–2022 | Co‑founded and led R&D at a public clinical‑stage biopharma |
| Northwestern University (Feinberg School of Medicine) | Professor of Pharmacology; Director, Center for Developmental Therapeutics; Entrepreneur‑in‑Residence | 2009–2016 | Led translational therapeutics; academic industry interface |
| Attenuon, LLC | Chief Scientific Officer | 2000–2009 | Led drug discovery/development at private clinical‑stage biopharma |
| Independent Consultant | Consultant | Jan–Jun 2022 | Senior advisory prior to joining ACTU |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tactic Pharma, LLC | Founder & Managing Member | N/A | Developed WTX‑101/ALXN1840 (acquired by Alexion for >$800M in 2018) |
| Clinical Cancer Research | Editorial Board Member | Ongoing | Continues to serve on editorial board |
| NCI Nanotechnology Alliance | Co‑chair, Animal Model Working Group | During Northwestern tenure | National working group leadership |
Fixed Compensation
| Component | 2023 | 2024 | Plan/terms |
|---|---|---|---|
| Base salary ($) | 450,000 | 450,000 | Employment agreement base salary $450,000/yr (amended Mar 11, 2025, base unchanged for COO) |
| Target annual bonus (%) | Up to 50% of base salary | Up to 50% of base salary | Payable upon achievement of mutually agreed milestones |
| Actual cash bonus ($) | 157,500 | 225,000 (not yet paid as of proxy date) | N/A |
| Sign‑on bonus ($) | — | — | $200,000 signing bonus at COO employment (June 1, 2022) |
Performance Compensation
Equity awards (grants and vesting)
| Award type | Grant date | Shares/options | Exercise price | Expiration | Vesting terms |
|---|---|---|---|---|---|
| Restricted common stock (RSA) | Feb 22, 2021 | 27,778 | — | — | 25% on 1st anniversary; remaining 75% in equal monthly installments over 36 months after 1st anniversary |
| Restricted common stock (RSA) | Jul 7, 2022 | 40,395 | — | — | 25% on 1st anniversary; remaining 75% in equal monthly installments over 36 months after 1st anniversary |
| Non‑qualified stock option (NQSO) | Oct 23, 2023 | 37,374 | $2.14 | Oct 23, 2033 | Proxy footnote in SCT states 25% vested at grant, 75% monthly over 36 months ; Outstanding awards footnote states 25% vests on 1st anniversary, 75% monthly thereafter |
| Equity True‑Up Option (NQSO) | Apr 1, 2025 | 110,346 | Closing price on 4/1/2025 | Not stated | 25% on Aug 14, 2025; remaining 75% monthly over 36 months thereafter |
| Annual Option Grant (NQSO) | Apr 1, 2025 | 51,046 | Closing price on 4/1/2025 | Not stated | 25% on 1st anniversary of grant; remaining 75% monthly over 36 months after 1st anniversary |
Note: For the 10/23/2023 option, vesting detail differs between the Summary Compensation Table footnote (25% vested at grant) and the Outstanding Equity Awards footnote (25% on first anniversary). This appears to be a drafting discrepancy; confirm with company if needed .
Outstanding equity at year‑end (12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise price | Expiration | Unvested RSAs | Unvested RSA value ($) |
|---|---|---|---|---|---|---|
| Options (10/23/2023) | 10,900 | 26,474 | $2.14 | 10/23/2033 | — | — |
| RSAs (2021, 2022 grants) | — | — | — | — | 1,158 (2021 grant) and 15,990 (2022 grant) | $9,218 and $127,280, respectively (valued at $7.96/share) |
Cash incentive design
- Annual bonus opportunity: up to 50% of base salary, payable upon achievement of mutually agreed milestones; specific operational/financial metrics are not disclosed in the proxy .
Change‑in‑control/exit‑linked equity
- If the company is sold for cash at or above $29.56/share on or before Dec 31, 2026, immediately prior to closing Dr. Mazar receives fully vested common shares to bring his total ownership to 2.0% of fully diluted shares outstanding (subject to plan share limits) .
Equity Ownership & Alignment
| As of March 31, 2025 | Amount |
|---|---|
| Total beneficial ownership (shares) | 130,261 (includes 113,784 common; 1,684 restricted common stock vesting within 60 days; and 14,793 options exercisable within 60 days) |
| Ownership as % of outstanding | <1% (asterisked in proxy) |
| Pledging/hedging | Company policy prohibits short sales, options/derivatives/hedging and pledging/margin of company stock |
| Clawback | Company has an executive compensation clawback policy compliant with Nasdaq Listing Rule 5608 and Section 10D (covers incentive compensation tied to financial metrics, incl. stock price/TSR) |
Employment Terms
| Term | Details |
|---|---|
| Role | Chief Operating Officer (employee agreement effective June 1, 2022; amended Mar 11, 2025) |
| Base salary | $450,000 per year |
| Target bonus | Up to 50% of base salary; milestones mutually agreed |
| Sign‑on | $200,000 at commencement of COO employment |
| 2025 equity | Equity True‑Up Option: 110,346 options (25% vests 8/14/2025; 75% monthly); Annual Option: 51,046 options (25% on 1st anniversary; 75% monthly) |
| Severance (no CIC) | 100% of then‑current base salary plus COBRA premium reimbursement up to $25,000 (COO Standard Severance Benefits) upon termination by company without cause or by executive for good reason |
| Severance (CIC) | If termination without cause/for good reason within 6 months before or 12 months after a change in control: payment equal to 1× base salary, reduced by the COO Standard Severance Benefits (i.e., not double‑counted) |
| Sale trigger equity | If sold for cash ≥$29.56/share by 12/31/2026: shares granted pre‑close to reach 2.0% fully diluted ownership; fully vested (subject to plan limits) |
| Trading policy | Pre‑clearance for designated persons; quarterly and event‑driven blackouts; Rule 10b5‑1 plan governance; no pledging/margin/hedging |
Vesting Schedules and Potential Selling Pressure
- Near‑term cliffs: 25% of the 110,346 “Equity True‑Up” options vest on Aug 14, 2025; remaining 75% vests monthly over 36 months, creating steady incremental vesting through mid‑2028 .
- Annual 2025 option: 25% vests on Apr 1, 2026; remaining 75% vests monthly thereafter over 36 months .
- Legacy RSAs continue to vest monthly per schedules; as of 12/31/2024, 1,158 (2021 grant) and 15,990 (2022 grant) shares remained unvested .
- Insider trading controls: pre‑clearance, blackout windows, and 10b5‑1 plans reduce ad‑hoc selling risk; pledging and hedging are prohibited .
Performance & Track Record
- Drug development/value creation: Co‑invented WTX‑101/ALXN1840 at Tactic Pharma, acquired by Alexion for >$800 million (2018) .
- Academic/industry leadership: Professor and Center Director (Northwestern), editorial board member (Clinical Cancer Research), and national working group roles (NCI Nanotechnology Alliance) .
- Company performance metrics tied to pay: proxy describes milestone‑based annual bonuses but does not disclose specific revenue/EBITDA/TSR targets for Dr. Mazar .
Related Party/Other Governance Considerations
- Right of First Refusal & Co‑Sale Agreement: Dr. Mazar was a “key holder” party (alongside Mr. Schmitt and Dr. Giles); agreement terminated upon IPO close (Aug 14, 2024) .
- Compensation governance: Independent compensation committee; uses Anderson Pay Advisors as independent consultant; clawback policy adopted and insider trading/hedging/pledging prohibitions in place .
Investment Implications
- Alignment: Significant unvested equity and upcoming 2025 option grants align Dr. Mazar with long‑term equity value; hedging/pledging prohibitions and a Nasdaq‑compliant clawback support shareholder alignment .
- Retention: Severance is moderate (1× salary plus limited COBRA, non‑CIC), with CIC economics at 1× salary (offset by standard severance), which is below typical biotech CEO/C‑suite multiples—ongoing equity vesting is a key retention lever .
- Selling pressure: Notable vesting events (Aug 14, 2025) and monthly vesting thereafter could add measured supply; company pre‑clearance/blackouts and optional 10b5‑1 plans mitigate disorderly sales .
- Exit incentives: The sale trigger to grant fully‑vested shares up to 2.0% ownership if ACTU is sold ≥$29.56/share by year‑end 2026 creates a strong incentive to pursue high‑value strategic alternatives within the window (subject to plan limits) .