Jonathan Anderman
About Jonathan Anderman
Jonathan E. Anderman, J.D., is Senior Vice President, General Counsel & Corporate Secretary of Compass Therapeutics (CMPX). He joined Compass on August 30, 2021, and was promoted to his current role effective August 1, 2024; he is 42 years old as of April 15, 2025 . He holds a J.D. from Boston University School of Law and a B.A. from The Pennsylvania State University, and brings broad healthcare and life sciences legal experience across corporate, business development, commercial, regulatory, and compliance domains . Company performance context during his tenure: CMPX remains pre-revenue with minimal reported revenues, negative EBITDA, and negative operating cash flow; detailed quarterly figures are provided below to calibrate pay-for-performance analysis.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Compass Therapeutics | Vice President, Head of Legal Affairs & Corporate Secretary | Aug 2021–Aug 2024 | Led legal function spanning corporate, business development, commercial, regulatory, and compliance |
| Biogen, Inc. | Global Commercial Counsel | Jan 2020–Aug 2021 | Commercial legal counsel in large-cap biotech context |
| Intarcia Therapeutics | Assistant General Counsel | — | In-house counsel experience in therapeutics |
| Holland & Knight | Healthcare & life sciences attorney | — | Outside counsel across healthcare/life sciences matters |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (current/approved) |
|---|---|---|---|
| Base salary rate ($) | — | 390,000 | 450,000 |
| Salary paid ($) | 338,000 | 326,820 (unpaid leave in April and salary adjustment in Aug) | — |
| Target bonus % of base | — | 40% | 40% |
| Actual cash bonus ($) | 116,610 | 195,000 | — |
Performance Compensation
- 2024 annual bonus framework: The Board determined the Company achieved 125% of 2024 corporate goals; bonuses were calibrated accordingly with individual adjustments .
| Plan/Grant | Metric | Weighting | Target | Actual/Outcome | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Corporate goals achievement | Not disclosed | 40% of base salary | Company-level achievement 125% with individual adjustments | 195,000 | Cash |
Equity awards (Anderman)
| Grant date | Instrument | Shares | Strike price ($/sh) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| 8/30/2021 | Stock options | 130,000 (108,352 ex./21,648 unex.) | 4.05 | 8/30/2031 | 25% at 1-year; remainder monthly over 36 months |
| 11/16/2021 | Stock options | 85,000 (65,527 ex./19,473 unex.) | 3.83 | 11/16/2031 | Monthly over 48 months |
| 2/18/2022 | Stock options | 50,000 (35,428 ex./14,572 unex.) | 2.40 | 2/18/2032 | Monthly over 48 months |
| 2/8/2023 | Stock options | 80,000 (36,674 ex./43,326 unex.) | 3.93 | 2/8/2033 | Monthly over 48 months |
| 2/9/2024 | Stock options | 80,000 (16,670 ex./63,330 unex.) | 1.57 | 2/9/2034 | Monthly over 48 months |
| 8/13/2024 | Stock options (special + promotion) | 300,000 (25,000 ex./275,000 unex.) | 1.20 | 8/13/2034 | Monthly over 48 months |
| 2/11/2025 | Stock options | 280,000 | 3.65 | — | Monthly over 48 months |
- 2024 special option program: In August 2024, the Board approved special option grants for all employees/executives (excluding the CEO) to realign incentives given underwater options under the 2020 Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 274,002 shares (consists solely of options exercisable within 60 days) |
| Ownership % of outstanding | <1% |
| Form 3 filing | Initial Form 3 filed 8/9/2024 disclosed 1,000 common shares and option holdings |
| Vested vs unvested options (12/31/2024) | See Equity awards table above for exercisable vs unexercisable per grant |
| Hedging/pledging | Insider policy prohibits short sales and derivative transactions; pledging requires advance Audit Committee approval |
| Ownership guidelines | Not disclosed in proxy |
Employment Terms
| Component | Terms |
|---|---|
| Employment type | At-will |
| 2025 base salary | 450,000 |
| Target bonus | 40% of base salary |
| Severance (no change-in-control) | 9 months base salary continuation and up to 9 months COBRA reimbursements, subject to release |
| Change-in-control (within 12 months) | Double trigger: Lump sum = 12 months base salary + 12 months target bonus + prorated current-year target bonus + prior-year unpaid bonus if termination in Q1; up to 12 months COBRA; full acceleration of time-based equity; subject to release |
| Clawback | Incentive compensation recoupment for 3 completed fiscal years preceding an accounting restatement due to material noncompliance |
| Trading policy | Prohibits short sales/derivatives; pledging restricted; 10b5-1 timing controls stated for grant timing in 2024 |
Company Performance Context (to assess pay-for-performance)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | —* | —* | 850,000* | —* | 0* | —* | —* | —* |
| EBITDA ($) | -15,232,000* | -12,616,000* | -14,893,000* | -12,096,000* | -16,434,000* | -17,826,000* | -20,966,000* | -15,798,000* |
| Cash from Operations ($) | -12,354,000* | -13,888,000* | -10,754,000* | -11,051,000* | -9,162,000* | -13,208,000* | -11,832,000* | -10,849,000* |
Values retrieved from S&P Global.*
Governance and Oversight Touchpoints
- Compensation Committee: Members in 2024 included Carl L. Gordon (Chair), Philip J. Ferneau, and Mary Ann Gray; all are independent under Nasdaq rules . The committee met four times in 2024 .
- Say-on-Pay: As an emerging growth company, Compass is not required to conduct advisory say-on-pay votes at this time .
- Related party transactions: Other than standard compensation arrangements, no related party transactions ≥$120,000 since January 1, 2022 were disclosed .
- No disclosed legal proceedings involving executive officers; no material adverse proceedings noted for Mr. Anderman .
Investment Implications
- Alignment and retention: Anderman’s pay mix leans heavily toward long-vesting stock options with monthly vesting over 48 months, including a large August 2024 special grant at $1.20 and a February 2025 grant at $3.65, which promotes retention and aligns upside to long-term value creation while limiting near-term liquidity; change-in-control terms feature double-trigger vesting and 12 months’ salary+bonus, which is moderate for biotech peers .
- Selling pressure: Monthly vesting options can create steady potential supply, but Anderman’s beneficial ownership is <1% and consists largely of options; the insider trading policy restricts hedging and pledging, mitigating misalignment risk .
- Pay-for-performance lens: 2024 corporate goal achievement at 125% drove a $195k bonus despite continued negative EBITDA and cash burn typical of clinical-stage biopharma; investors should monitor how forward-looking milestones and funding runway translate into future compensation outcomes .
- Change-in-control incentives: Full acceleration of time-based equity upon double-trigger and inclusion of prorated/unused bonus could incrementally increase M&A-related payouts, but are balanced by standard release requirements and 280G cutback mechanics elsewhere in executive templates at the company .
Overall, Anderman’s package is structurally retention-oriented with long-duration equity and standard double-trigger protections, modest direct ownership (<1%), and governance safeguards (clawback; anti-hedging/pledging). Monitoring milestone achievement against cost discipline is key to assessing future bonus outcomes and equity realizations in light of the company’s current negative EBITDA and operating cash flow trajectory.*
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