Mark Mortenson
CleneAbout Mark Mortenson
Mark Mortenson, age 66, is Clene Inc.’s co‑founder and Chief Science Officer (CSO) since 2013. He is co‑inventor of Clene’s electro‑crystal‑chemistry platform for CSN therapeutics and inventor/co‑inventor on 30 U.S. patents; previously he served as Chief Patent Counsel overseeing ~5,500 patents across the U.S. and 44 countries, and as COO of R&D and Manufacturing at an advanced materials company with >300 employees. He holds a B.S. in physics and B.S. in ceramic engineering (Alfred University), an M.S. in materials science (Penn State), and a J.D. (George Washington University) . Company performance markers during his tenure show Total Shareholder Return (TSR) values of 24.39 (2022), 7.23 (2023), and 6.48 (2024), alongside net losses of $29.9M (2022), $49.5M (2023), and $39.4M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced materials-based company (name not disclosed) | Chief Operating Officer, R&D and Manufacturing | Pre‑2013 | Led R&D/manufacturing at >300‑employee firm |
| Various (U.S. and 44 foreign jurisdictions) | Chief Patent Counsel | Pre‑2013 | Oversaw ~5,500 patents/applications; IP strategy at scale |
External Roles
Not disclosed in reviewed filings for Mortenson .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 516,206 | 496,480 |
| Target Bonus (% of Base) | 40% | 40% |
| Bonus ($) | 185,600 | 198,592 (earned but not paid; subject to funding) |
| Other Compensation ($) | 28,112 (benefits incl. health, life, disability; plus 401k match) | 28,985 (benefits incl. health, life, disability; plus 401k match) |
| Option Awards ($, grant-date fair value) | 648,064 | 354,562 |
| Total Compensation ($) | 1,377,982 | 1,078,619 |
Notes:
- 2024 bonus was accrued but payment is contingent on the company raising additional funding .
- Employer 401(k) match policy: 100% up to 3% of compensation, capped at $4,500 per year .
Performance Compensation
| Award/Metric | Weighting | Target | Actual/Payout | Vesting Terms |
|---|---|---|---|---|
| Stock Options (Grant 6/7/2024, 100,000 sh, $7.40 strike) | Not disclosed | FDA NDA accepted; FDA NDA approved; $100M revenue | Not disclosed | Performance‑vested: 33.3% upon NDA acceptance; +33.3% upon NDA approval; +33.4% at $100M revenue |
| Stock Options (Grant 6/7/2024, 40,000 sh, $7.40 strike) | Not disclosed | Time‑based | Not disclosed | Unexercisable at 12/31/2024; time‑based schedule per plan; not otherwise specified here |
| Stock Options (Grant 8/16/2024, 25,000 sh, $5.15 strike) | Not disclosed | Time‑based | Not disclosed | Vests in 12 equal monthly installments starting 9/16/2024 |
| Long‑term Incentive Program | Not applicable | Equity alignment | Not applicable | Company plan allows 10‑year option terms; typical 4‑year vesting for time‑based grants |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of 3/25/2025) | 142,867 shares (1.6% of outstanding) |
| Components included in beneficial ownership | 93,406 options exercisable within 60 days; 20,512 warrants exercisable within 60 days |
| Outstanding Equity Awards (as of 12/31/2024) | See grant-by-grant detail below |
| Hedging/Pledging | Company policy strongly discourages director/executive hedging; pledging not disclosed |
| Ownership Guidelines | Not disclosed |
Outstanding equity awards detail (options):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 8/26/2019 | 13,198 | — | $50.00 | 8/25/2029 | Time‑based |
| 4/30/2021 | 9,168 | 832 | $180.00 | 4/30/2031 | Time‑based |
| 11/4/2021 | 7,712 | 2,288 | $94.80 | 11/4/2031 | Time‑based |
| 2/15/2022 | 7,087 | 2,913 | $60.80 | 2/15/2032 | Time‑based |
| 11/4/2022 | 10,418 | 9,582 | $22.20 | 11/4/2032 | Time‑based |
| 2/17/2023 | 3,750 | — | $25.60 | 2/16/2033 | Vested in full 8/17/2023 |
| 6/29/2023 | 15,007 | 24,993 | $18.00 | 6/28/2033 | Time‑based |
| 6/7/2024 | — | 40,000 | $7.40 | 6/6/2034 | Time‑based |
| 6/7/2024 (Perf) | — | 100,000 | $7.40 | 6/6/2034 | Performance‑vested (NDA, NDA approval, $100M revenue) |
| 8/16/2024 | 8,333 | 16,667 | $5.15 | 8/15/2034 | Vests in 12 monthly tranches from 9/16/2024 |
Company‑level equity overhang context:
- Fully‑diluted overhang ~23.0% as of 3/25/2025; potential overhang would rise to ~28.1% if the 2025 plan amendment (+800,000 shares) is approved .
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | Co‑founder; CSO since 2013 |
| Current Base Salary | $496,480 (last adjusted June 2023) |
| Target Bonus | 40% of base salary |
| Agreement Type | Executive officer letter agreement dated August 1, 2014 |
| Severance/Change‑in‑Control | Not disclosed for Mortenson in reviewed filings |
| Clawback Policy | Adopted Nov 28, 2023 in line with Nasdaq Rule 10D‑1; requires recovery of erroneously awarded incentive‑based comp after restatements (3‑year lookback) |
| 401(k) Match | 100% of deferrals up to 3% of compensation; max $4,500/year |
| Non‑compete/Non‑solicit | Not disclosed |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (Value of $100 initial investment) | 24.39 | 7.23 | 6.48 |
| Net Loss ($USD Millions) | (29.918) | (49.504) | (39.400) |
| Major achievements | Co‑inventor of CSN platform; 30 U.S. patents | — | — |
Compensation Structure Analysis
- Shift toward performance‑conditioned equity in 2024: 100,000 options vest only upon NDA acceptance/approval and $100M revenue, increasing pay‑for‑performance alignment and reducing near‑term cash payouts .
- Cash bonuses under funding constraints: 2024 bonuses earned but held back pending capital raise, indicating liquidity management and potential morale/retention pressures if delays persist .
- Company equity program dilution rising: Proposed 2025 stock plan amendment would lift potential overhang to ~28.1%, a consideration for shareholder dilution and executive incentive capacity .
Risk Indicators & Red Flags
- Hedging discouraged; pledging not disclosed: Policy strongly discourages hedging transactions by executives/directors; absence of pledging disclosures warrants ongoing monitoring .
- High strike prices on some legacy grants (e.g., $180.00, $94.80) suggest many options are out‑of‑the‑money historically, which can reduce realized equity value and alter retention incentives .
- Company net losses remain material, which may constrain cash compensation payments and heighten reliance on equity incentives .
Equity Ownership & Alignment (Summary Table)
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership | 142,867 sh | 1.6% of 8,596,063 shares outstanding as of 3/25/2025 |
| Options exercisable (≤60 days) | 93,406 sh | Included in beneficial ownership |
| Warrants exercisable (≤60 days) | 20,512 sh | Included in beneficial ownership |
| Unexercisable options (selected, as of 12/31/2024) | 40,000; 100,000; 16,667 sh | Time‑based and performance‑based tranches |
| Hedging/Pledging | Hedging discouraged; pledging not disclosed | Governance policy reference |
Compensation Committee & Governance Context
- Compensation Committee (2024–2025): Independent directors (chair: Shalom Jacobovitz) and FW Cook as independent compensation consultant; committee reviews risk and succession planning .
- Stock Plan mechanics: Ten‑year option term; exercise price ≥ fair market value; broad flexibility for performance vesting, accelerations under certain events .
Investment Implications
- Strong pay‑for‑performance signal via 2024 performance‑vested options: Vesting tied to NDA milestones and revenue creates clear alignment with value creation; however, timelines are binary and could delay realizable compensation if regulatory/commercial milestones slip .
- Retention risk modest near term given continuous monthly vesting grants (Aug 2024) and sizable unvested equity; delayed cash bonus payments (2024) and company liquidity constraints present potential morale/retention headwinds .
- Shareholder dilution framework: Company overhang approaching ~28% with the proposed 2025 plan amendment; while it preserves incentive capacity to attract/retain talent, it elevates dilution risk for common shareholders and may cap equity-driven upside realization for insiders absent sustained TSR improvement .