Eric Morgen
About Eric Morgen
Eric Morgen, M.D. (age 42) is BioAge Labs’ co‑founder (since Sept 2015), a Class I director (since June 2017), former Chief Medical Officer (Feb 2018–Apr 2020), and Chief Operating Officer since May 2018 . He holds an H.B.Sc., M.P.H., and M.D. from the University of Toronto; he is a licentiate of the Medical Council of Canada and a fellow of the Royal College of Physicians and Surgeons of Canada, with prior clinical practice at Mount Sinai Hospital (Toronto) and academic research roles in computational biology and molecular epidemiology . BIOA is pre‑revenue; 2024 R&D expenses were $59.0m and net loss was $71.1m, with cash and equivalents of $354.3m at year‑end 2024; management also executed a discovery collaboration with Novartis (up to $20m upfront/research funding and up to $530m milestones; $12.5m deferred revenue recorded at 12/31/24) . Morgen’s 2024 compensation was weighted to options (grant‑date fair value $1.83m) alongside base salary of $457.7k and $160.2k annual bonus; he beneficially owned 595,788 shares (incl. options exercisable within 60 days), or 1.64% of outstanding shares as of April 10, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioAge Labs, Inc. | Co‑founder | 2015–present | Co‑founded the company and remains in executive leadership and on the Board, shaping pipeline and corporate strategy . |
| BioAge Labs, Inc. | Chief Medical Officer | Feb 2018–Apr 2020 | Led early clinical/medical strategy before transitioning to COO . |
| BioAge Labs, Inc. | Chief Operating Officer | May 2018–present | Oversees operations through IPO and key collaboration execution (e.g., Novartis discovery deal) . |
| BioAge Labs, Inc. | Director (Class I) | Jun 2017–present | Management director; not independent, nominated for re‑election through 2028 . |
| University of Toronto | Assistant Professor | Jul 2016–Jan 2018 | Biomarker discovery in high‑dimensional human cohort datasets . |
| University of Toronto | Clinical & Research Fellow | Jul 2014–Jun 2016 | Computational biology and molecular epidemiology research; CIHR fellowship . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mount Sinai Hospital (Toronto) | Physician (previous practice) | n/a | Clinical background supporting translational perspective in biotech operations . |
| Medical Council of Canada / Royal College (Canada) | Licentiate / Fellow | n/a | Professional credentials underpin leadership credibility in clinical development . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 435,686 | 457,657 |
| Target Bonus (% of salary) | 35% | 35% |
| Actual Annual Bonus ($) | 190,613 | 160,180 |
| All Other Compensation ($) | 14,400 | 15,000 |
- Effective Sept 26, 2024, the Board increased Morgen’s annualized base salary from $450,945 to $485,000, informing 2025 run‑rate cash comp .
Performance Compensation
Annual Cash Bonus (2024)
- Structure: Target 35% of base salary; payout informed by corporate goals in development milestones, business development, and budgetary goals; no disclosed weightings or quantitative targets .
- 2024 Payout: $160,180 .
| Metric Category | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Development goals/milestones | Not disclosed | Not disclosed | Not disclosed | 160,180 (aggregate) | Cash, annual |
| Business development | Not disclosed | Not disclosed | Not disclosed | — | — |
| Budgetary goals | Not disclosed | Not disclosed | Not disclosed | — | — |
Equity Awards (Stock Options)
- Equity awards are granted under the Company’s annual cycle; no timing around material non‑public info; CEO has delegated equity grant authority for non‑executive employees (oversight by Comp Committee) .
- Clawback policy applies to incentive‑based pay for Section 16 officers upon restatement (3‑year lookback) .
- Insider trading policy prohibits hedging transactions; policy filed with 10‑K .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 595,788 shares (1.64% of outstanding as of Apr 10, 2025) . |
| Direct Common Shares | 67,225 . |
| Options Exercisable within 60 days | 528,563 total: 509,961 (Morgen) + 18,602 (spouse) . |
| Ownership Guidelines | Not disclosed in proxy . |
| Hedging | Prohibited under Insider Trading Policy . |
| Pledging | No pledging policy disclosure found ; search returned none. |
| Director Stock Pay | Employee directors (incl. Morgen) receive no director compensation; non‑employee director program applies only to outside directors . |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 9/17/2018 | 79,399 | — | 3.08 | 9/16/2028 | Fully vested 2/21/2022 . |
| 4/30/2021 | 92,815 | — | 10.27 | 4/29/2031 | Fully vested . |
| 5/29/2022 | 29,471 | 13,396 | 6.57 | 5/28/2032 | 1/48th monthly from 3/1/2022 while in service . |
| 3/16/2023 | 18,754 | 24,113 | 10.85 | 3/15/2033 | 1/48th monthly from 3/1/2023 while in service . |
| 4/17/2024 | 42,995 | 214,978 | 8.39 | 4/16/2034 | 1/48th monthly from 4/17/2024 while in service . |
Insider Selling Pressure Signals
- Monthly vesting across 2022–2024 option grants can create a steady cadence of newly vested shares; anti‑hedging policy reduces ability to offset exposure; no pledging disclosure found .
Employment Terms
| Scenario | Cash Severance | Bonus Multiple | COBRA | Equity Acceleration |
|---|---|---|---|---|
| Termination without cause / good reason (outside CIC window) | 9 months base salary (lump sum) | — | 9 months premiums | Not specified outside CIC . |
| Termination without cause / good reason in CIC window (3 months pre‑CIC to 12 months post‑CIC) | 12 months base salary (lump sum) | 1.0x target bonus | 12 months premiums | Double‑trigger: all time‑based awards vest in full; performance‑based awards per agreement . |
- At‑will employment agreements established in connection with IPO; base salary and discretionary annual incentive eligibility defined therein .
Board Governance and Director Service
- Service history: Board member since June 2017; Class I director nominated for re‑election at 2025 annual meeting for a term through 2028 .
- Independence: Not independent (management director); Board determined only Fortney and Morgen are non‑independent .
- Committees: No committee assignments listed for Morgen; Audit, Compensation, and Nominating/Governance comprised solely of independent directors .
- Board/committee activity: Board held 7 meetings; Audit 4; Compensation 4; all directors met at least 75% attendance in 2024; independent directors meet in executive session regularly .
- Leadership: Separate Chair (Jean‑Pierre Garnier, Ph.D.) and CEO structure; Lead independent director framework in guidelines if Chair and CEO combined (not currently) .
- Director compensation: Employee directors receive no director compensation; non‑employee director cash retainers and option grants governed by policy post‑IPO .
Compensation Structure Analysis
- Mix shift and leverage: 2024 pay emphasized option awards (grant‑date fair value $1.83m) alongside modest cash changes; target bonus remained 35% of salary; base salary increased to a $485k run‑rate effective late 2024 .
- Performance linkage: Cash bonus tied to development, business development, and budgetary goals, but no disclosed weights or hurdle levels; payout approved by Board in Jan 2025 .
- Governance controls: SEC‑compliant clawback policy (Rule 10D‑1) and anti‑hedging policy in place; Compensation Committee utilizes an independent consultant (Alpine) for peer benchmarking; no consultant conflicts disclosed .
- Equity award practices: Options vest monthly (1/48th), aligning retention with ongoing service; committee oversight of grant timing; CEO‑delegated Equity Incentive Committee for non‑executives to improve admin flexibility under oversight .
Multi‑Year Compensation (Summary)
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | 435,686 | 457,657 |
| Non‑Equity Incentive ($) | 190,613 | 160,180 |
| Option Awards – Grant‑date Fair Value ($) | 232,099 | 1,832,510 |
| All Other Compensation ($) | 14,400 | 15,000 |
| Total ($) | 872,798 | 2,465,347 |
Performance & Track Record
- Corporate milestones during Morgen’s tenure include BIOA’s IPO (Sept 2024) and the Novartis collaboration (Dec 2024) supporting platform validation and future revenue potential (upfront/research funding up to $20m; milestones up to $530m; $12.5m deferred revenue recorded at 2024 year‑end) .
- Financial context: 2024 R&D spend $59.0m; net loss $71.1m; cash and equivalents $354.3m at 12/31/24, providing multi‑year runway for development programs .
Related Party Transactions and Red Flags
- Spousal employment: Lingling Chen, M.D. (Morgen’s spouse) is a non‑executive employee; total compensation $532,052 (2024) and $347,824 (2023); comp set per standard practices without Morgen’s involvement .
- Section 16 compliance: One Form 4/A amendment filed by Morgen on Feb 25, 2025 related to an option grant to Lingling Chen (Feb 18, 2025) .
- Anti‑hedging: Executives and directors prohibited from hedging company stock; helps preserve alignment .
- No disclosure found on pledging policy; no specific executive legal proceedings disclosed in company filings cited herein .
Compensation Peer Group and Say‑on‑Pay
- Peer benchmarking: Compensation Committee engaged Alpine Rewards LLC in 2024 to develop peer group composition and benchmark executive pay; no conflicts identified; peer constituents and target pay percentile were not disclosed .
- Say‑on‑pay: No historical say‑on‑pay results disclosed in the 2025 proxy .
Expertise & Qualifications
- Education and credentials: H.B.Sc., M.P.H., and M.D. (University of Toronto); licentiate of the Medical Council of Canada; FRCSC fellow; clinical and computational biology research background .
- Board qualification: Medical/scientific expertise and operating leadership cited as rationale for Board service .
Employment Terms (Key Provisions Summary)
- At‑will employment agreement; eligibility for base salary and discretionary annual incentive .
- Severance: 9 months base salary and 9 months COBRA outside CIC; 12 months base salary plus 1.0x target bonus and 12 months COBRA in CIC window (3 months pre‑ to 12 months post‑CIC), with double‑trigger equity acceleration (performance awards per agreement) .
- Clawback: Recovery of incentive‑based comp in case of restatement per SEC Rule 10D‑1 policy .
- Non‑compete/Non‑solicit: Not disclosed in proxy .
Investment Implications
- Alignment and retention: Significant unvested, time‑based options with monthly vesting create ongoing retention hooks but also a steady supply of newly vested shares that can introduce selling pressure; anti‑hedging limits risk‑mitigating strategies; no pledging disclosure found .
- Pay‑for‑performance: Cash bonus ties to development/BD/budget goals, but lack of disclosed weightings and quantitative targets reduces transparency; reliance on options keeps a strong equity‑linked at‑risk component .
- Downside protection and change‑in‑control: Double‑trigger CIC terms (12 months base + 1x target bonus + full acceleration of time‑based equity) are standard for small/mid‑cap biotech and could facilitate strategic optionality without excessive parachute risk .
- Governance quality: Use of independent Comp Committee and consultant, adoption of SEC‑compliant clawback, and anti‑hedging policy support shareholder‑friendly practices; related‑party spousal employment is disclosed and governed by standard comp practices without Morgen’s involvement .
- Business execution backdrop: Pre‑revenue financial profile with elevated R&D spend and ample cash runway; the Novartis collaboration and deferred revenue recognition pipeline provide milestones that could tie to future incentive outcomes and trading catalysts .