Christian Waage
Gossamer BioAbout Christian Waage
Christian Waage is Executive Vice President, Technical Operations & Administration at Gossamer Bio (GOSS), a role he has held since March 2022; he previously served as EVP & General Counsel starting in August 2017 . He is 58 years old as of April 28, 2025, and holds a J.D. from the University of San Diego School of Law and a B.A. in Economics from UC San Diego . Company performance context: Gossamer’s 2024 corporate performance goals were assessed at 95% achievement, informing NEO bonus payouts; pay-versus-performance disclosure shows a $100 TSR value progression of $117 (2021), $22 (2022), and $9 (2023), alongside net losses of $234.0M (2021), $229.4M (2022), and $179.8M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Receptos (acquired by Celgene) | Senior Vice President & General Counsel; later Managing Director post-acquisition | Nov 2013–Aug 2016 | Senior legal leadership through late-stage programs and corporate acquisition integration |
| Websense (acquired by Vista Equity Partners) | Vice President, General Counsel & Corporate Secretary | 2012–2013 | Led legal function during sale to private equity sponsor |
| Ardea Biosciences (acquired by AstraZeneca) | Vice President, General Counsel & Corporate Secretary | 2008–2012 | Executive legal leadership through acquisition by AstraZeneca |
| DLA Piper LLP | Partner | Pre-2008 | Private practice leadership prior to corporate roles |
External Roles
| Organization | Role | Years |
|---|---|---|
| Heron Therapeutics, Inc. | Director | Since June 2016 |
Fixed Compensation
- Not disclosed for Mr. Waage (he is not a Named Executive Officer in 2024/2025 proxy disclosures) .
Performance Compensation
- Program design: Company emphasizes pay-for-performance with significant “at-risk” compensation, stock options vesting over multi-year periods, and corporate-goal-driven annual cash incentives; RSUs are used selectively and were not included in NEO annual awards since 2022 .
- Company performance framework (context for NEO bonuses): The 2024 corporate goals focused on seralutinib development, EMA/FDA feedback, commercial readiness, and partnership execution; overall corporate performance was determined at 95% of target .
| 2024 Corporate Goal | Weighting | 2024 Achievements | Performance | Weighted Performance |
|---|---|---|---|---|
| PROSERA patient enrollment | 40% | Achieved substantial portion of screening/enrollment goals | 87.5% | 35% |
| PDCO agreement on PIP open-label design | 10% | Achieved favorable PDCO outcome | 100% | 10% |
| FDA feedback on PH-ILD Phase 3; EMA on target Q1 2025 | 10% | Achieved | 100% | 10% |
| Commercial readiness gap assessment & implementation | 5% | Achieved | 100% | 5% |
| Joint US commercial plan agreed | 10% | Achieved | 100% | 10% |
| Entry into global partnership | 20% | Entered collaboration with Chiesi (May 2024) | 100% | 20% |
| Global development plan under partnership | 5% | Achieved | 100% | 5% |
| Total | 100% | — | — | 95% |
Note: Mr. Waage’s specific bonus weighting, targets, and payouts are not disclosed.
Equity Ownership & Alignment
- Policies: Executives have stock ownership guidelines (CEO 3x salary; other executive officers 1x salary) with a compliance deadline of February 2024; pledging and hedging of company stock are prohibited, as are short sales and transactions in derivatives or margin purchases .
- Beneficial ownership components for Mr. Waage:
| Metric | Apr 16, 2024 | Apr 28, 2025 |
|---|---|---|
| Shares held directly or via family trusts | 654,048 | 666,302 |
| Options exercisable or becoming exercisable within 60 days | 437,068 | 750,790 |
| Warrants exercisable within 60 days | 3,376 | 3,376 |
| Shares outstanding reference (company) | 226,218,652 | 227,221,261 |
- Vested vs unvested breakdown for Mr. Waage is not provided; company-wide option vesting typically occurs over 4 years (25% after year 1, then monthly), while RSUs typically vest in three annual installments .
Employment Terms
- Mr. Waage’s employment letter terms (salary, target bonus %, severance, change-in-control provisions) are not disclosed in proxies; such provisions are detailed for the CEO, COO/CFO, and CMO (9–12 months salary outside CIC; 12–18 months plus target bonus and full acceleration within 12 months post-CIC), but do not enumerate Mr. Waage .
- Equity plan mechanics: The Restated Incentive Award Plan has no single-trigger accelerated vesting; if awards are not assumed in a change-in-control, all awards accelerate to 100% vesting/exercisability or payable, subject to change-in-control terms . Change-in-control definition is standard (acquisition >50% voting power; board turnover; merger/asset sale with specified exceptions) . “Good Reason” under plan documents includes material reduction in pay, responsibilities, or relocation >50 miles, absent consent (where applicable) .
- Clawback: Company maintains a clawback policy for erroneously paid incentive compensation per SEC/Nasdaq requirements implemented under Dodd-Frank .
Governance and Shareholder Signals
- Say-on-Pay (2025): Approved with votes For 125,358,485; Against 3,769,651; Abstain 472,930; broker non-votes 47,116,188, indicating strong shareholder support for NEO compensation .
- Compensation benchmarking: Alpine Rewards engaged as independent consultant; base salaries targeted near the 50th percentile and annual equity award values around the 62nd percentile vs a 20-company biopharma peer group refreshed in 2024 .
- Insider policy enforcement: Prohibition on pledging/hedging and margin/derivative transactions for officers and directors .
Performance & Track Record
- Company performance context relevant to executive incentives: corporate-goal-driven annual bonus program; multi-year option vesting; long-term alignment through equity awards .
- Administrative and compliance leadership: Mr. Waage signed multiple Form 8-Ks in his capacity as EVP Technical Operations & Administration (e.g., Nov 29, 2023; Nov 27, 2023; Sep 7, 2023; Jun 25, 2025) .
Investment Implications
- Alignment: Mr. Waage holds meaningful equity exposure through direct/trust holdings plus a large block of options currently or soon exercisable, supporting alignment with shareholders and potential sensitivity to stock price performance .
- Potential selling pressure: The presence of 750,790 options exercisable within 60 days as of Apr 28, 2025 suggests future disposition decisions could be influenced by tax/liquidity considerations; however, specific vesting cadence, expiration dates, and any Form 4 activity for Mr. Waage are not disclosed in the proxies .
- CIC outcomes: If a transaction occurs without award assumption, plan-level mechanics can accelerate vesting to 100%, potentially increasing monetization incentives across executives; the plan avoids single-trigger acceleration otherwise, favoring double-trigger structures observed in NEO employment letters (not specific to Mr. Waage) .
- Retention risk assessment is limited by the absence of disclosed employment letter terms for Mr. Waage; policy environment (clawbacks, prohibition on pledging/hedging, structured equity vesting) supports governance quality, while prior option repricing (May 2023) at the company may raise broader dilution/optics considerations, though Mr. Waage’s participation is not indicated .