Mark De Rosch
Executive Vice President, Regulatory and Government Affairs and Program Management at CervoMed
Executive
About Mark De Rosch
Mark De Rosch, Ph.D., FRAPS (age 61), is Executive Vice President, Regulatory and Government Affairs and Program Management at CervoMed (CRVO), effective May 1, 2025; he previously served as Senior Vice President (Nov 2024–Apr 2025) and as a consultant (Jul–Sep 2024) . He holds a B.S. (Chemistry/Biochemistry) from University of Wisconsin–Parkside and an M.S./Ph.D. (Inorganic Chemistry) from UC San Diego, and was designated FRAPS in 2017 . Career highlights include leading U.S./EU approvals for Kalydeco at Vertex and contributing to Epizyme’s accelerated U.S. approval of Tazverik in two oncology indications; as Aura Biosciences COO he helped scale for Phase 3 and support Aura’s public listing . For context, company pay-versus-performance disclosure shows 2024 TSR value of $10.06 on a fixed $100 investment and 2024 net loss of $(16.29) million (pre-appointment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aura Biosciences | Chief Operating Officer | Mar 2021–May 2023 | Supported becoming a public company; scaled from ~20 to ~65 employees to prepare for Phase 3 . |
| Epizyme, Inc. | Chief Regulatory Officer | n/d | Assisted in receiving U.S. accelerated approval for Tazverik in two oncology indications . |
| Nightstar Therapeutics | SVP, Regulatory, Quality, Medical Writing | n/d | Company specializing in inherited retinal disease; acquired by Biogen in 2019 . |
| Vertex Pharmaceuticals | Regulatory lead | n/d | Led U.S./EU regulatory strategy and marketing approvals for Kalydeco (first drug to treat underlying cause of cystic fibrosis) . |
| Akebia; Voisin Consulting; Inspiration Biopharmaceuticals; Berlex; Diatide; Mallinckrodt | Various regulatory/leadership roles | n/d | Prior organizations noted in bio . |
External Roles
- No public company directorships or committee roles disclosed in filings reviewed .
Fixed Compensation
| Component | Value | Period/Notes |
|---|---|---|
| Base salary | $465,000 | Annual base salary for 2025 per Employment Agreement (effective May 1, 2025) . |
| Target annual bonus | 35% of base salary | Per Employment Agreement . |
| Actual bonus paid | Not disclosed | Not a 2024 NEO; no individual 2024 line item for him in SCT . |
Performance Compensation
Annual Cash Bonus Framework
| Metric(s) considered | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Clinical trial progress; business development; public filing status; capital raising; stock price performance | Not disclosed | Not disclosed | Not disclosed | Committee-determined annually | Compensation Committee sets annual goals and determines payouts considering these factors . |
Equity Awards (Options)
| Award type | Shares | Exercise price | Vesting schedule | Expiration | Plan/Source |
|---|---|---|---|---|---|
| Stock option (inducement award) | 32,000 | $12.53 | Vests in equal monthly installments over 36 months commencing Nov 30, 2024 | 11/07/2034 | Inducement award material to employment; Form 3/remarks . |
| Stock option (2015 Equity Incentive Plan) | 27,000 | $2.30 | Vests in equal monthly installments over 36 months commencing Feb 28, 2025 | 02/04/2035 | Granted under 2015 Equity Plan; Form 3/remarks . |
- Awards under the 2025 Equity Incentive Plan are subject to the company’s clawback policy; the plan has no tax gross-ups and includes standard change-in-control provisions administered by an independent committee .
Equity Ownership & Alignment
| Measure | Value | As of / Notes |
|---|---|---|
| Total beneficial ownership (shares) | 9,222 | As of April 24, 2025 record date; includes shares acquirable within 60 days . |
| Ownership as % of outstanding | 0.1% | Based on 8,702,719 shares outstanding at record date . |
| Hedging | Prohibited | Insider Trading Policy bans hedging/monetization transactions (e.g., collars, swaps, PVFs) . |
| Pledging/margin | Prohibited absent pre-approval; significant pledging banned | Policy prohibits margin accounts and significant pledging; “insignificant” pledging requires pre-approval and demonstrated capacity to repay without resort to pledged shares . |
| Pre-clearance/blackouts | Required | Directors/officers must pre-clear trades; quarterly and event-specific blackout periods may apply . |
Employment Terms
| Term/Provision | Key economics/terms | Source |
|---|---|---|
| Appointment/effective date | EVP, Regulatory and Government Affairs and Program Management; effective May 1, 2025 | |
| Agreement term | Indefinite; restates Oct 28, 2024 offer letter | |
| Base salary | $465,000 (2025) | |
| Target bonus | 35% of base salary | |
| Non-competition / non-solicitation | During employment and for 12 months thereafter | |
| Confidentiality / non-disparagement | During employment and at all times thereafter | |
| Severance (no change in control) | If terminated without cause or resigns for good reason: unpaid prior-year bonus, pro‑rata current-year bonus, 9 months base salary continuation, 12 months COBRA reimbursement | |
| Severance (double-trigger CoC) | If within 60 days before or within 24 months after a change in control and terminated without cause/for good reason: 1.5× (base salary + higher of target bonus or prior-year bonus) and 18× monthly COBRA (mix of lump-sum/installments per agreement) | |
| Equity upon CoC termination | Full vesting of all equity; performance-based awards deemed earned at not less than target; options/SARs remain outstanding and exercisable for 24 months post-termination (not beyond expiration) | |
| Clawback | Incentive awards subject to Company Clawback Policy under 2025 Plan |
Performance & Track Record
- Led Vertex regulatory strategy and marketing approvals for Kalydeco in U.S./EU; contributed to Epizyme’s U.S. accelerated approval for Tazverik; scaled Aura Biosciences’ operations to Phase 3 readiness and public listing support .
Investment Implications
- Alignment and retention: 36‑month monthly vesting across two option grants creates ongoing retention hooks and a steady vesting cadence; pre‑clearance, blackout windows, and anti‑hedging/pledging rules mitigate trading risk and misalignment pressures .
- Change‑of‑control economics: Double‑trigger 1.5× salary+bonus and full equity acceleration provide competitive protection without tax gross‑ups; structure reduces entrenchment risk and keeps incentives aligned in strategic scenarios .
- Ownership: Beneficial stake is modest at 0.1% (typical for a functional EVP at a small/mid-cap biotech) but option leverage can be meaningful if value is created; company-level clawback further aligns pay with compliant performance .
- Execution edge: Deep regulatory track record (Vertex, Epizyme, Nightstar) aligns with CRVO’s clinical/regulatory milestones; bonus framework tied to clinical and capital markets objectives suggests pay will track program execution and financing progress .