Wayne Foster
About Wayne Foster
Wayne Foster is Executive Vice President, Finance and Chief Accounting Officer of Atea Pharmaceuticals (AVIR). He has served as EVP, Finance and CAO since January 2022 and previously was Senior Vice President, Finance and Administration from December 2019 to January 2022; before Atea, he was Vice President of Finance at Mersana Therapeutics (2012–2019). He holds a BBA from the University of Massachusetts Amherst and is age 56 as of the 2025 proxy . During his tenure, company performance indicators show cumulative TSR value of $10.05 per $100 initial investment in 2023 and $11.04 in 2024, with net income of $(136) million in 2023 and $(168) million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atea Pharmaceuticals | Senior Vice President, Finance and Administration | Dec 2019 – Jan 2022 | Not disclosed |
| Mersana Therapeutics, Inc. | Vice President, Finance | Jan 2012 – Sep 2019 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Bonus Paid (USD) |
|---|---|---|---|
| 2023 | $420,163 | 40% | $147,100 |
- NEO base salaries were increased 5% in 2023 to maintain market competitiveness; Wayne was a NEO in 2023 .
Performance Compensation
Annual cash incentive mechanics (2023)
| Metric | Weight | Target/Criteria | Actual Assessment | Company Achievement | Wayne Foster Payout Linkage |
|---|---|---|---|---|---|
| HCV program milestones | 35% | Initiate Phase 2; complete lead-in cohort; DDI and resistance studies; CMC/formulation; market research | Exceeded Target | 45% | Contributes to 87.5% company rating; Wayne bonus paid at 87.5% of target |
| COVID-19 program | 50% | SUNRISE-3 enrollment; NDA-supporting studies; PI nomination; manufacturing; go-to-market | Partial Achievement | 25% | Contributes to 87.5% company rating; Wayne bonus paid at 87.5% of target |
| Corporate goals | 15% | Fiscal discipline; controls; scientific visibility; investor awareness | Met Target | 15% | Contributes to 87.5% company rating; Wayne bonus paid at 87.5% of target |
| Supplemental adjustment | — | Business development collaboration (COVID PI discovery) | Discretionary add | +2.5% | Contributes to 87.5% company rating; Wayne bonus paid at 87.5% of target |
| Total | 100% | — | — | 87.5% | Paid: $147,100 (40% of $420,163 × 87.5%) |
- Vesting: Annual cash incentives do not vest; they are paid based on year-end achievement .
Long-term incentives (selected details relevant to Wayne)
| Award Type | Grant Date | Quantity/Units | Vesting/Performance | Notes |
|---|---|---|---|---|
| RSUs | 1/31/2023 | 100,000 | Vest in three equal annual installments (years 1–3) | Market value at 12/31/2023: $305,000 (100,000 × $3.05) |
| PSUs (2022 cycle) | 2/1/2022 start | 16,000 at target | Performance period Feb 1, 2022 – Jan 31, 2025; 50% vests on determination date, remaining 50% one year later | Market value at 12/31/2023: $48,800 (16,000 × $3.05) |
| Stock options | 1/31/2023 | 140,000 | Vest monthly over 48 months; exercise price $4.63 | 32,083 exercisable / 107,917 unexercisable at 12/31/2023 |
| Stock options | 1/31/2022 | 120,000 | Vest monthly; exercise price $7.14 | 57,500 exercisable / 62,500 unexercisable at 12/31/2023 |
- Company-wide PSU design: performance based on clinical and regulatory milestones; change-in-control treatment uses the greater of target PSUs or performance-to-date; double-trigger vesting applies as described below .
Equity Ownership & Alignment
Beneficial ownership (as of April 24, 2024)
| Holder | Shares Owned | Options Exercisable (≤60 days) | % of Shares Outstanding |
|---|---|---|---|
| Wayne Foster | 20,857 | 579,435 | <1% |
Outstanding awards (as of December 31, 2023)
| Award | Quantity | Status/Value |
|---|---|---|
| RSUs (unvested) | 100,000 | $305,000 (100,000 × $3.05) |
| PSUs (unearned at target) | 16,000 | $48,800 (16,000 × $3.05) |
| Options 1/31/2023 (exercisable/unexercisable) | 32,083 / 107,917 | Strike $4.63; 48-month monthly vesting |
| Options 1/31/2022 (exercisable/unexercisable) | 57,500 / 62,500 | Strike $7.14; 48-month monthly vesting |
Policies enhancing alignment:
- Anti-hedging and anti-pledging: executives are prohibited from hedging, holding in margin accounts, or pledging company stock .
- Clawback policy: recovery of incentive compensation in event of a restatement per Nasdaq Rule 10D-1, effective Oct 2, 2023 .
- Rule 10b5-1 trading plans permitted under policy when not in possession of MNPI .
Insider selling pressure indicators:
- No NEOs, including Wayne Foster, exercised options in 2023 . At year-end 2023, unvested options had exercise prices above the closing price ($3.05), so accelerated option value was not included in change-in-control tables, indicating options were out-of-the-money at that date .
Employment Terms
| Scenario (Termination at 12/31/2023) | Cash Severance | Prorated Current-Year Bonus | Incremental Bonus Multiple | Benefits Continuation | Equity Acceleration |
|---|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | 12 months base salary: $420,163 | — | — | 12 months Company-paid premiums: $19,821 | — |
| Qualifying CIC termination (double-trigger) | 18 months base salary: $630,245 | Target bonus: $168,065 | 1.5× target bonus: $252,098 | 18 months Company-paid premiums: $39,866 | Time-based equity (RSUs/options) accelerates; PSUs vest at target or performance-to-date per policy; accelerated RSU/PSU value included: $402,600 (options excluded due to being out-of-the-money at $3.05) |
| Total (CIC termination) | $1,492,874 | — | — | — | — |
Additional terms and policies:
- Double-trigger change-in-control protection applies to acceleration of equity and enhanced severance .
- Agreements require separation agreement/release and compliance with restrictive covenants; “cause” and “good reason” are defined (including salary/bonus reduction, material decrease in responsibilities, relocation >25 miles, or Company breach) .
- No excise tax gross-ups or reimbursements on perquisites/personal benefits .
- No special perquisites provided to NEOs in 2023; benefits provided on same basis as all employees (health plans, 401(k) matching, ESPP eligibility for executives other than CEO) .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives and PSU design tie payouts to preset R&D and operational milestones; Wayne’s 2023 bonus was formulaic at 87.5% of target based on corporate goal attainment .
- Retention and CIC economics: Double-trigger severance with 18 months’ salary and 1.5× target bonus under CIC supports continuity but creates a defined cost in strategic transactions; time-based equity fully accelerates on CIC termination while PSUs follow performance-to-date or target rules .
- Ownership and selling pressure: Beneficial ownership is <1%; options were out-of-the-money at 2023 year-end and no option exercises occurred in 2023, reducing near-term selling pressure; anti-hedging/anti-pledging further limits misalignment risks .
- Governance safeguards: A formal clawback policy, absence of tax gross-ups, and standard restrictive covenants mitigate shareholder-unfriendly practices and enhance accountability .