Paul Wagner
Forte BiosciencesAbout Paul Wagner
Paul A. Wagner, Ph.D., age 54, is Chairman, President and Chief Executive Officer of Forte Biosciences (FBRX). He founded Forte Subsidiary and became CEO and Chairman at the June 2020 merger; he was additionally appointed President in March 2024 . He holds a B.S. from the University of Wisconsin, a Ph.D. in Chemistry from Caltech, and is a CFA charterholder . Pay-versus-performance disclosures show cumulative TSR values of $46.73 (2022), $38.40 (2023), and $42.45 (2024) for a hypothetical $100 investment, with reported net losses of $(13.879)mm, $(31.476)mm, and $(35.478)mm, respectively, underscoring early-stage risk and volatility . Operationally, under Wagner, FBRX advanced FB102 through Phase 1 with favorable pharmacodynamic signals, initiated a celiac disease patient trial in Q3’24 (top-line expected Q2’25), and strengthened liquidity with a $53.0mm private placement in Nov-2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CANBridge Life Sciences | Head of Corporate Strategy & Development | 2017 | Corporate strategy leadership in biotech BD |
| Pfenex Inc. | Chief Financial Officer | 2014–2017 | Public-company CFO experience; finance and operations |
| Allianz Global Investors | Director; Portfolio Manager/Sr. Equity Analyst | 2006–2014 | Biotech/pharma investing; capital markets expertise |
| PDL BioPharma | Head of Development Licensing | 2005–2006 | Asset licensing and portfolio strategy |
| Lehman Brothers | Vice President | 1999–2005 | Healthcare investment banking and capital markets |
External Roles
- No additional current public-company board roles disclosed for Wagner in the proxy/10-K .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (effective 1/1/25) |
|---|---|---|---|
| Base Salary ($) | 619,500 | 644,280 | 670,051 |
| Target Bonus (% of salary) | 55% (policy) | 55% (policy) | 55% |
| Actual Annual Bonus Paid ($) | 340,725 (paid for 2023 perf) | 386,568 (paid for 2024 perf) | — |
Notes:
- Annual bonus determinations tied to financing, clinical, pre-clinical and corporate development goals set by the Board .
Performance Compensation
Equity Awards (CEO)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Expiration/Term | Vesting |
|---|---|---|---|---|---|
| Stock Awards (RSUs/stock) – SCT grant-date fair value | 2023 | — | — | — | $489,950 fair value |
| Stock Awards (RSUs/stock) – SCT grant-date fair value | 2024 | — | — | — | $643,610 fair value |
| Option | 12/19/2018 | 16,866 (unexercised) | $21.50 | 12/19/2028 | Not detailed (legacy grant) |
| Option | 04/09/2021 | 4,816 exercisable; 584 unexercisable | $991.50 | 04/08/2031 | Time-based (not otherwise specified) |
| Option | 11/12/2021 | Stock awards outstanding (3,511 units; MV $79,735) | — | — | Time/settlement per plan |
| Option | 01/17/2022 | 8,748 exercisable; 3,251 unexercisable | $43.00 | 01/16/2032 | Time-based (not otherwise specified) |
| Option | 03/21/2024 | 44,000 unexercisable | $17.25 | 03/20/2034 | Time-based (not otherwise specified) |
| Option | 03/2025 (approved) | 920,000 | Per grant date FMV | 10-year max per plan | 1/36th monthly from 1/1/2025 (36 months), service-based |
- Director equity policy detail (for context): non-employee director options typically vest monthly; change-in-control accelerates director awards (not applicable to Wagner as an employee-director) .
Annual Incentive Metrics
| Year | Most important performance measures used |
|---|---|
| 2024 | Total Shareholder Return (TSR), ESG Metrics, ROIC |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 246,866 shares (3.7% of outstanding) |
| Direct/common shares | 79,788 shares |
| Options exercisable within 60 days | 157,175 shares |
| Ownership as % outstanding | 3.7% (based on 6,583,382 shares o/s at 4/30/2025) |
| Hedging/pledging | Company policy prohibits hedging and pledging; also bars short sales and derivatives on company stock |
| Stock ownership guidelines | Compensation Committee monitors compliance (no specific multiple disclosed) |
| Inside buying (alignment) | Purchased 9,900 shares in July 2023 private placement for $249,999.24 |
Vesting-related supply considerations:
- The 920,000-share option granted in March 2025 vests monthly over 36 months from 1/1/2025, creating a steady stream of newly vesting options that could, upon exercise, add potential selling capacity over time (subject to trading windows and policy) .
Employment Terms
| Term | Non-CIC Termination (Without Cause / Good Reason) | Change-in-Control Period Termination |
|---|---|---|
| Cash severance | 18 months of base salary (CEO) | 200% of base salary (CEO) |
| Bonus severance | 150% of target bonus (CEO) | 200% of target bonus (CEO) |
| COBRA | 18 months (CEO) | 24 months (CEO) |
| Equity vesting | 12 months accelerated vesting and exercisability (CEO) | 100% acceleration of outstanding unvested equity |
| Tax gross-ups | None; best-net cutback (greater of full vs reduced after-tax) | |
| Employment nature | At-will; offer letters govern current terms |
Additional terms:
- As of 3/20/2025, CEO salary $670,051 and target bonus 55% of salary .
- No company retirement plan, deferred compensation or SERP; executives participate in standard employee benefits; limited perquisites .
Board Governance
| Topic | Detail |
|---|---|
| Board roles | Wagner is Chairman, President and CEO; not independent |
| Independence | 6 of 8 directors are independent; Wagner is not (executive), Dr. Finck not (consultant) |
| Lead Independent Director | None appointed; Board monitors structure |
| Committees | Audit (Vincent—Chair, Kornfeld, Gryska), Compensation (Kornfeld—Chair, Doberstein, Brun), Nominating & Governance (Kornfeld—Chair, Brun, Kapoor); Wagner not on committees |
| Attendance | Board held 6 meetings in 2024; each director attended ≥75% of Board/committee meetings |
| Director pay | Employee-directors receive no director compensation; non-employee director retainers/fees disclosed separately |
Dual-role implications:
- Combining CEO and Chair centralizes authority and can weaken independent oversight absent a Lead Independent Director; the Board cites its independent majority and committees as mitigants .
Governance/legal note:
- Camac Fund v. Wagner et al. (Del. Ch.) was dismissed as moot following governance actions (board refresh, independent Strategic Committee, rights plan expiration) and a $1.5mm attorneys’ fee payment; the Standstill Agreement remains in place .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial investment (year-end value) | $46.73 | $38.40 | $42.45 |
| Net Loss ($mm) | (13.879) | (31.476) | (35.478) |
Operational milestones:
- FB102 completed Phase 1 in healthy volunteers (safety; >~70% NK PD reduction); patient trial in celiac disease initiated Q3’24; top-line expected Q2’25 .
- $53.0mm gross proceeds in Nov-2024 private placement; pre-funded warrants issued; S-3 declared effective Dec-20-2024 .
Compensation Structure Analysis
- Mix shift: CEO pay features substantial equity exposure (stock awards) in 2023–2024 and a large service-vesting option in 2025, aligning long-term incentives with potential value creation, though 1/36 monthly vesting reduces performance leverage relative to PSUs .
- Incentive metrics: 2024 plan cites TSR, ESG metrics, and ROIC as key measures; specific weightings/thresholds not disclosed .
- Governance-friendly features: CIC is double-trigger for severance benefits; director equity accelerates on CIC; no excise tax gross-ups .
- Potential pressure points: Significant new at-the-money options vest monthly from 2025; if options become in-the-money, ongoing vesting could add periodic selling capacity subject to trading policies .
Related Party Transactions
- July 31, 2023 private placement participation by insiders, including Wagner (9,900 shares; $249,999.24), indicating insider alignment via direct capital at risk .
Compensation Committee Analysis
- Committee: Independent members (Kornfeld—Chair, Doberstein, Brun) .
- Consultant: Frederic W. Cook & Co. engaged in 2024; prior years used Vareo Advisors .
- CEO influence: CEO does not recommend his own pay; committee recommends CEO compensation to the Board .
Investment Implications
- Alignment: Prohibitions on hedging/pledging, meaningful insider ownership (3.7%), CEO participation in prior financing, and substantial equity exposure support alignment with shareholders .
- Retention: Robust severance/CIC terms and a large 3-year service-vesting option (920k shares) promote retention through 2027; monthly vesting creates steady equity realization potential .
- Trading signals: As vesting accrues, monitor Form 4 activity for potential selling into windows; policy mitigates speculative trading, but vest-driven supply may emerge if options are in-the-money .
- Governance: Dual CEO/Chair without a Lead Independent Director is a governance risk; offset by independent majority and committees; recent shareholder activism (Camac) prompted governance changes and adds oversight pressure .
- Execution risk: Pipeline concentration (FB102) and sustained losses keep outcomes highly binary; 2025 clinical data (celiac) represent a key catalyst under Wagner’s leadership .
Overall, Wagner’s package tilts to long-term equity with clear severance/CIC protections; alignment elements are strong (no hedging/pledging, insider ownership), but governance structure (CEO+Chair) and the company’s early-stage risk profile warrant continued monitoring of Form 4s, upcoming clinical milestones, and any governance enhancements.