Markus Warmuth
About Markus Warmuth
Markus Warmuth, M.D., is President & Chief Executive Officer of Monte Rosa Therapeutics (Nasdaq: GLUE) and a Class III director, roles he has held since January 2020; he was 54 as of March 31, 2025 and holds an M.D. from Ludwig Maximilian University, Munich, Germany . The board separates the Chair and CEO roles (Chair: Andrew Schiff, M.D.), and the board has determined all directors except Dr. Warmuth are independent, mitigating dual‐role governance risks . Prior to Monte Rosa, he led H3 Biomedicine as CEO (and previously CSO) and served in leadership roles at Novartis Institutes/Genomics Institute, where his teams were involved in the development of Ceritinib and Ribociclib and discovery of allosteric SHP2 and Abl inhibitors, underscoring strong R&D execution credentials . As an emerging growth company, Monte Rosa is exempt from “say‑on‑pay” and pay‑versus‑performance disclosures, so TSR and detailed pay-performance tables are not provided in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| H3 Biomedicine Inc. | CEO (2011–2018); CSO (Aug–Oct 2011) | 2011–2018 | Led oncology biotech; teams involved in developing Ceritinib and Ribociclib; advanced allosteric SHP2 and Abl inhibitors . |
| Versant Venture Management, LLC | Venture Partner | Sep 2019–Jan 2024 | Investor/operator perspective; network in life sciences venture ecosystem . |
| Third Rock Ventures, LLC | Entrepreneur-in-Residence | Jul 2018–Aug 2019 | Company creation and early program strategy . |
| Novartis Institutes for Biomedical Research / GNF | Director of Kinase Biology; Head of Oncology Pharmacology (prior roles) | Prior to 2011 | Led kinase/oncology biology; contributed to multiple targeted therapy programs . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IMV Inc. | Director | Nov 2018–Sep 2023 | Clinical-stage biotech board service . |
| Relay Therapeutics | Director | Jul 2018–Aug 2019 | Precision medicine company board service . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 616,400 | 616,400 |
| Target Bonus (% of base) | 50% | 50% |
| Actual Bonus Paid ($) | 308,200 | 354,430 |
Notes:
- 2024 bonus was paid under the Senior Executive Cash Incentive Bonus Plan based on company and individual performance goals; specific metric weightings are not disclosed .
Performance Compensation
- Annual equity (grant-date fair value, options):
- 2023: $2,702,530
- 2024: $1,469,981
Selected outstanding option awards and vesting
| Grant (implied) | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting schedule (from grant terms) |
|---|---|---|---|---|---|
| 12/4/2020 | 786,756 | — | 2.19 | 12/4/2030 | 25% on 12/4/2021; monthly 1/48 thereafter . |
| 4/12/2021 | 493,640 | 44,877 | 6.14 | 4/12/2031 | 25% on 4/9/2022; monthly 1/48 thereafter . |
| 6/24/2021 | 126,869 | 14,753 | 19.00 | 6/24/2031 | 25% on 5/28/2022; monthly 1/48 thereafter . |
| 3/1/2022 | 216,975 | 98,625 | 13.41 | 3/1/2032 | 25% on 3/1/2023; monthly 1/48 thereafter . |
| 1/3/2023 | 226,166 | 245,834 | 7.78 | 1/3/2033 | 25% on 1/3/2024; monthly 1/48 thereafter . |
| 1/2/2024 | — | 346,000 | 5.71 | 1/2/2034 | 25% on 1/1/2025; monthly 1/48 thereafter . |
Notes:
- Annual equity program uses stock options; RSUs/PSUs are not listed for the CEO in 2023–2024 .
- The company schedules annual equity grants generally in early January; it states it did not time grants around material disclosures in 2024 .
Annual cash incentive plan metrics
- Specific metric categories, weightings, and target/actual performance are not disclosed; bonuses are determined based on company and individual goals under the Senior Executive Cash Incentive Bonus Plan .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Directly owned common shares | 416,538 |
| Options exercisable within 60 days | 2,104,460 |
| Total beneficial ownership (shares) | 2,520,998 |
| % of shares outstanding | 3.96% (out of 61,509,821 shares) |
Policies and alignment
- Hedging and pledging of company stock are expressly prohibited by policy; short sales and derivatives are also prohibited .
- Employee directors receive no additional board compensation; director pay applies only to non-employee directors, aligning CEO equity and cash to management performance rather than board fees .
Vesting cadence and potential selling pressure
- A 346,000-share CEO option granted in 2024 begins vesting 25% on 1/1/2025 with monthly vest thereafter, creating incremental vesting supply over 2025–2028 .
- Significant tranches from 2021–2023 grants continue to vest monthly, which can create periodic windows for exercises; trading is subject to blackout windows and pre-clearance under company policy .
Employment Terms
| Provision | CEO terms |
|---|---|
| Employment status | At-will; agreements effective since IPO (2021) . |
| Non‑CoC termination (without cause/for good reason) | 12 months base salary + target bonus for the year; up to 12 months employer COBRA contributions (subject to release) . |
| CoC window termination (3 months before to 12 months after CoC) | 18 months base salary + 1.5x target bonus; up to 18 months employer COBRA contributions; vested pre‑agreement stock options exercisable up to earlier of expiration or one year post-termination (subject to release) . |
| Clawback | Dodd‑Frank compliant clawback adopted Sep 27, 2023 for cash/equity incentive comp upon restatement (3-year lookback) . |
| Section 280G | “Best‑net” modified cutback (no excise tax gross‑up) . |
| Restrictive covenants | Confidentiality, non‑competition, non‑solicitation, invention assignment; standard agreements in effect . |
Board Governance
- Role and class: President & CEO; Class III director; term expires at 2027 annual meeting .
- Independence and leadership: Non-executive Chair (Andrew Schiff, M.D.); all directors except CEO are independent under Nasdaq/SEC rules .
- Committees: CEO is not listed as a member of audit, compensation, or nominating committees; those committees are fully independent and chaired by independent directors (Audit: Christine Siu; Compensation: Kimberly Blackwell, M.D.; Nominating: Jan Skvarka, Ph.D., MBA) .
- Board activity/attendance: 15 full board meetings in 2024; each director attended at least 75% of applicable board/committee meetings .
- Executive sessions and governance documents: Charters and code of conduct posted on IR website .
Director Compensation (as applicable to Warmuth)
- As an employee director, Dr. Warmuth received no additional board compensation in 2024; his compensation is reported under Executive Compensation .
Compensation Structure Analysis
- Cash vs equity mix: CEO base salary was flat year-over-year ($616,400 in 2023 and 2024), while option grant value decreased (from $2.70 million in 2023 to $1.47 million in 2024), and annual bonus increased ($308,200→$354,430), indicating a lower equity-heavy mix in 2024 with higher cash incentive payout .
- Incentive plan transparency: The proxy does not disclose specific annual bonus metric weightings/targets; awards are determined under the Senior Executive Cash Incentive Bonus Plan (company and individual goals) .
- Equity design: CEO compensation relies on stock options with four‑year vesting (25% cliff then monthly), reinforcing long-term alignment; there is no disclosure of PSU/TSR-based awards for the CEO in 2023–2024 .
- Risk controls: Robust insider trading policy prohibits hedging/pledging; clawback policy in place; compensation risk assessment indicates programs not reasonably likely to have a material adverse effect .
Say‑on‑Pay & Compensation Committee
- Say‑on‑pay: As an emerging growth company, Monte Rosa is not required to conduct advisory votes on executive compensation or frequency .
- Compensation committee: Independent members (Chair: Kimberly Blackwell, M.D.; members: Ali Behbahani, M.D.; Anthony Manning, Ph.D.); met six times in 2024; uses Radford (Aon) as independent compensation consultant with no conflicts per committee assessment .
- Committee remit includes CEO goals, CEO pay decisions, executive pay approvals, plan oversight, and equity grant practices .
Performance & Track Record
- Leadership experience: Former CEO of H3 Biomedicine; prior Novartis leadership with team contributions to Ceritinib and Ribociclib and discovery of SHP2/Abl allosteric inhibitors; underscores oncology R&D leadership and value creation track record at prior companies .
- Company initiatives: 2024 leadership promotions emphasize pipeline advancement and AI/ML‑driven QuEEN discovery engine; the company also maintains collaborations (e.g., Roche) referenced in public communications .
- Pay‑versus‑Performance exemption limits disclosure of TSR or formal performance alignment tables at GLUE’s current EGC status .
Equity Ownership & Principal Holders (context)
- CEO beneficial ownership: 2,520,998 shares (3.96%); includes 416,538 shares directly and 2,104,460 options exercisable within 60 days (shares outstanding: 61,509,821) .
- Significant holders include NEA, T. Rowe Price, FMR LLC, Baker Bros., BVF, Avoro, Versant, BlackRock, Vanguard (see proxy Principal Stockholders table for details) .
Employment & Contracts Summary
| Item | Detail |
|---|---|
| Start date at GLUE | January 2020 (CEO; Director since 2020) . |
| Contract term | Employment agreements effective since IPO (2021); at‑will . |
| Non‑compete/Non‑solicit | Included in standard restrictive covenant agreement . |
| Change‑in‑control | Double‑trigger cash severance and COBRA benefits; best‑net 280G cutback; extended option exercise for certain grants . |
| Clawback | Dodd‑Frank compliant policy adopted 9/27/2023 . |
Board Service Details (Warmuth)
- Board class/term: Class III, term expiring at 2027 annual meeting .
- Committees: None (committees fully independent) .
- Independence: Not independent (CEO); board otherwise majority independent .
- Attendance: Board met 15 times in 2024; directors ≥75% attendance .
- Dual role implications: Separation of Chair and CEO reduces concentration of authority; independent committees and policies further mitigate governance risk .
Investment Implications
- Alignment: High option exposure with multi‑year vesting, hedging/pledging prohibition, and a clawback support shareholder alignment; CEO holds 3.96% beneficial ownership, including substantial in‑the‑money and at‑the‑money option exposure that ties outcomes to long‑term equity value .
- Incentive risk: Lack of disclosed annual bonus metric weightings limits transparency into pay‑for‑performance calibration; however, the committee is independent and uses an external consultant, and no gross‑ups are provided (best‑net 280G cutback), lowering red‑flag risk .
- Retention/CoC economics: Enhanced double‑trigger protection (18 months base; 1.5x target bonus; extended COBRA) offers competitive retention through potential strategic events without shareholder‑unfriendly gross‑ups .
- Governance: Separation of Chair/CEO, independent committees, and strong trading/hedging policies indicate solid governance practices; as an EGC, lack of say‑on‑pay/PvP disclosures is statutory rather than discretionary .