Rainer (Ramses) Erdtmann
About Rainer (Ramses) Erdtmann
Rainer (Ramses) Erdtmann is Co‑founder (2017) and currently President, Chief Operating Officer, Director (Class II; term ends 2026), and since March 25, 2025 also Principal Financial Officer and Principal Accounting Officer at Biomea Fusion (BMEA). He is 61 (as of April 14, 2025) and holds a Diplom Kaufmann in Finance and Banking from Westfaelische Wilhelms Universität of Muenster, Germany .
Prior experience includes senior leadership at Pharmacyclics (EVP Corporate Affairs; previously Principal Financial and Accounting Officer), asset management entrepreneurship, investment banking at Commerzbank, and managing member of Point Sur Investors LLC .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Biomea Fusion, Inc. | Co‑founder; President; Director | 2017–present | Co‑founded BMEA; executive leadership across operations and strategy |
| Biomea Fusion, Inc. | Chief Operating Officer | Feb 2021–present | Scales operations; cross‑functional execution |
| Biomea Fusion, Inc. | Principal Financial Officer; Principal Accounting Officer | Mar 25, 2025–present | Assumed finance leadership after CFO departure |
| Pharmacyclics, Inc. | EVP Corporate Affairs; earlier Principal Financial & Accounting Officer | 2008–2016 | Helped lead corporate affairs through period including sale to AbbVie (2015) |
| Point Sur Investors LLC | Managing Member | Jan 2016–present | Biotech investment; governance influence via affiliated holdings |
| United Properties Immobilien & Anlagen GmbH; Oxygen Investments, LLC | Founder/Principal | 1995–2009 | Built and ran investment/asset management platforms |
| Commerzbank (Germany) | Investment banker & portfolio manager | 1992–1995 | Institutional portfolio management experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Summit Therapeutics, Inc. (Nasdaq: SMMT) | Director (prior) | — | Prior public company board service |
| PolarityTE, Inc. (Nasdaq: PTE) | Director (prior) | — | Prior public company board service |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus ($) | Option awards – grant date fair value ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 489,604 | 40% | 0 (no discretionary bonus paid) | 1,489,457 | 1,979,061 |
| 2023 | 470,772 | — | 210,906 | 585,056 | 1,266,734 |
Notes:
- For 2024, the compensation committee set target cash bonus opportunities (Erdtmann: 40%) but paid no bonuses based on 2024 outcomes .
- Employee benefits: 401(k) offered with no employer match; no SERP/defined benefit or deferred comp; no perquisites in 2024 beyond those available to all employees .
Performance Compensation
- Annual cash incentive (2024): Discretionary program with target opportunity of 40% of salary; the compensation committee exercised negative discretion and paid $0 for 2024 .
- Equity incentives: Stock options under the 2021 Plan; vest 1/16 quarterly over four years; 2024 grant of 135,700 options at $14.44/sh (Jan 2024) .
| Instrument | Grant/vesting reference | Shares/grant | Exercise price ($) | Vesting schedule | Grant date FV in SCT ($) |
|---|---|---|---|---|---|
| Stock option | Jan 2024 grant | 135,700 | 14.44 | 1/16 quarterly over 4 years | 1,489,457 (aggregate 2024 option award value) |
Outstanding option overhang (12/31/2024):
| Vesting commencement date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 9/1/2020 | 53,844 | — | 5.14 | 1/7/2031 |
| 2/10/2021 | 149,175 | 9,945 | 7.50 | 2/21/2031 |
| 12/3/2021 | 124,117 | 41,373 | 9.80 | 12/3/2031 |
| 1/1/2023 | 59,000 | 59,000 | 7.05 | 1/5/2033 |
| 1/1/2024 | 33,925 | 101,775 | 14.44 | 1/16/2034 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 2,989,025 shares (7.86% of 37,572,250 outstanding) . Breakdown below.
| Category | Shares |
|---|---|
| Directly held | 76,059 |
| Options exercisable within 60 days | 456,205 |
| Children | 29,400 |
| Family Trust (trustee: Erdtmann) | 636,968 |
| Trust 1 (independent trustee) | 174,614 |
| Trust 2 (independent trustee) | 1,134,989 |
| Point Sur Investors Fund I, L.P. | 228,470 |
| Point Sur Investors, LLC | 252,320 |
Additional alignment and trading policy:
- Insider Trading Policy prohibits pledging, margining, and hedging transactions by executive officers and directors (reduces misalignment/forced‑sale risk) .
- Employee directors receive no separate director compensation (Erdtmann is an employee director) .
Employment Terms
Offer/agreements and restrictive covenants:
- Offer letter framework with at‑will employment; confidentiality; IP assignment; non‑competition and non‑solicitation of customers during employment; employee non‑solicit for 12 months post‑employment .
Severance and Change‑in‑Control (CIC):
| Scenario | Cash salary continuation | Healthcare continuation | Bonus | Equity vesting | Triggers/notes |
|---|---|---|---|---|---|
| Termination without cause / resignation for good reason (outside CIC period) | 9 months base salary | Up to 9 months at active rates | — | — | Release required; covenants continue |
| Covered termination during CIC period (double‑trigger; includes 30 days pre‑CIC through 12 months post‑CIC) | 12 months base salary | Up to 12 months at active rates | 12 months of annual bonus at 100% target | Full acceleration of unvested equity (except performance awards per award terms) | Release required; double‑trigger; plan also provides 100% acceleration if termination within 30 days pre‑CIC to 12 months post‑CIC |
| 280G excise tax treatment | Gross‑up provided (shareholder‑unfriendly) | — | — | — | Adopted via April 2022 amendments |
Clawback:
- SEC/Nasdaq‑compliant compensation recovery policy (adopted Nov 17, 2023, effective Oct 2, 2023) covering incentive‑based comp tied to financial reporting measures over prior 3 years in case of restatement .
Benefits:
- 401(k) available; no company match; no SERP/DB plan; no nonqualified deferred comp; no 2024 perquisites beyond standard employee benefits .
Board Governance
| Item | Detail |
|---|---|
| Board seat | Director since 2017; Class II; term expires at 2026 annual meeting |
| Independence | Employee director (receives no additional director pay) |
| Committees | Not listed as member of Audit/Comp/Nominating; Compensation Committee currently chaired by Bihua Chen with Eric Aguiar as member; Dr. Hitchcock served prior to becoming Interim CEO in Mar 2025 |
| Lead Independent Director | Eric Aguiar, M.D. (since March 2025) |
| Attendance | Board met 3 times in 2024; each director attended ≥75% of combined board/committee meetings during periods of service |
Non‑employee director pay framework (for context): cash retainers and annual option grants per policy; not applicable to Erdtmann as an employee director .
Director Compensation (as Director)
- As an employee director, Erdtmann received no additional compensation for board service in 2024; non‑employee director pay table excludes him by policy .
Related Party and Ownership Interlocks
- Point Sur Investors Fund I, L.P. (228,470 sh) and Point Sur LLC (252,320 sh) are included in Erdtmann’s beneficial ownership; he and Thomas Butler are managing members of Point Sur LLC with shared voting/dispositive power over those securities .
- Company states no related party transactions over $120,000 since Jan 1, 2024 outside of disclosed compensation arrangements; related party transaction policy places approval under Audit Committee review .
Compensation Committee Analysis
- Composition: Bihua Chen (Chair), Eric Aguiar, M.D.; all independent under Nasdaq and non‑employee directors under Rule 16b‑3; met 2 times in 2024 .
- Use of independent consultant: Aon Consulting engaged in 2024 to advise on program design and market data; committee assessed independence and found no conflicts . Similar engagement disclosed for 2023 .
Performance & Track Record
- Leadership breadth increased in 2025 as he assumed PFO/PAO responsibilities following CFO resignation; supports continuity across finance and operations during transition .
- No material legal proceedings involving executive officers disclosed .
Compliance note:
- A prior Form 4 was filed late for Erdtmann in 2022 related to 8,400 shares acquired on April 15, 2021 (historical disclosure) .
Risk Indicators & Red Flags
- 280G excise tax gross‑up protection in CIC (shareholder‑unfriendly, elevates potential CIC cost) .
- 100% acceleration of unvested equity upon double‑trigger CIC termination (maximizes payout sensitivity to M&A outcomes) .
- No 2024 cash bonuses (signals cost discipline and alignment with outcomes) .
- Hedging, pledging, and margin use prohibited by policy (reduces alignment risks) .
- Related‑party oversight policy in place; none above threshold disclosed since Jan 1, 2024 .
Equity Ownership & Option Liquidity Detail (Trading Pressure Lens)
- Beneficial ownership of 7.86% (2,989,025 sh) as of Mar 31, 2025 indicates significant skin‑in‑the‑game; includes 456,205 options exercisable within 60 days that could add tradable float upon exercise .
- Option stack features multiple strikes ($5.14–$14.44) and long expirations into 2031–2034; vesting quarterly supports steady rather than lumpy unlocks absent CIC acceleration .
Employment & Contracts Summary
| Term | Detail |
|---|---|
| Start dates | Director/President since Aug 2017; COO since Feb 2021; PFO/PAO since Mar 25, 2025 |
| Severance (non‑CIC) | 9 months salary + up to 9 months healthcare (double‑trigger enhancements not applicable) |
| CIC (double‑trigger within 30 days pre‑CIC to 12 months post‑CIC) | 12 months salary + up to 12 months healthcare + 12 months target bonus; 100% vesting acceleration (except performance awards per terms) |
| 280G | Gross‑up protection |
| Covenants | Confidentiality; IP; non‑compete and customer non‑solicit during employment; employee non‑solicit for 12 months post‑employment |
| Clawback | SEC/Nasdaq‑compliant recovery policy (adopted Nov 17, 2023; effective Oct 2, 2023) |
Investment Implications
- Alignment: High beneficial ownership (7.86%) and prohibitions on pledging/hedging support long‑term alignment; however, 280G gross‑up and full CIC acceleration increase potential change‑in‑control costs and may draw governance scrutiny .
- Incentive mix: Heavy reliance on time‑vested stock options (no PSUs disclosed) ties upside to share appreciation but provides limited direct linkage to operating KPIs; absence of 2024 cash bonus suggests pay responsiveness to outcomes in a challenging year .
- Liquidity overhang: 456,205 options currently exercisable and continued quarterly vesting create ongoing potential supply; expiries 2031–2034 reduce near‑term expirational pressure, but in‑the‑money status could drive selling by affiliated entities depending on price levels .
- Transition risk and capacity: Combining COO/President with PFO/PAO roles post‑CFO departure centralizes control, which may aid speed of execution but concentrates key person risk; presence of a Lead Independent Director adds a governance counterbalance .