Beth Smith
MACROGENICSAbout Beth Smith
Beth Smith is Vice President, Controller and Treasurer, and Principal Accounting Officer at MacroGenics (MGNX). She was appointed effective January 2, 2025, after serving as Executive Director of Accounting and Assistant Controller since June 2022; she joined MacroGenics in October 2013. She has 35+ years of accounting and finance experience, holds a B.S. in Business Administration (Accounting) from Bucknell University, and is a CPA (inactive). Age 57 as of the 2025 proxy. Company performance context during the most recent three fiscal years is below to frame pay-for-performance alignment.
Company performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 151,941,000 | 58,749,000 | 149,962,000 |
| EBITDA ($) | -109,553,000* | -158,599,000* | -103,038,000* |
| Net Income (Loss) ($ in 000s) | (119,758) | (9,058) | (66,966) |
| TSR – value of initial $100 (as of year-end) ($) | 29.35 | 42.08 | 14.22 |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MacroGenics | Executive Director of Accounting & Assistant Controller | Jun 2022 – Nov 2024 | Senior accounting leadership supporting financial reporting and controls |
| MacroGenics | Accounting leadership roles | Oct 2013 – Jun 2022 | Progressively responsible roles prior to ED/Assistant Controller |
| Human Genome Sciences | Director, Corporate Accounting | Pre-2013 | Corporate accounting leadership prior to joining MacroGenics |
| Ernst & Young & other public companies | Various accounting roles | Not disclosed | Early career and subsequent public company accounting roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | Not disclosed for Ms. Smith; company’s NEO base salaries are disclosed separately for CEO/CFO/CMO only |
| Target bonus % | Not disclosed for Ms. Smith; program design (for executives generally) includes target bonuses as a % of salary set by HCMC |
| Perquisites/benefits | Executives generally receive standard employee benefits; perquisites limited and used selectively |
Performance Compensation
Program design and 2024 outcomes (company-wide framework used to determine executive bonuses; individual payouts for Ms. Smith not disclosed):
- Bonus structure: For NEOs other than CEO, 80% corporate achievement and 20% individual performance (cap 150% on individual). CEO’s bonus is 100% based on corporate objectives.
- 2024 Corporate objectives and weightings: Clinical 50%, Pre-Clinical 20%, Business Development 15%, Corporate 15%. Overall 2024 corporate achievement assessed at 77.3%.
| Metric category (2024) | Weight | Target | Actual | Payout linkage |
|---|---|---|---|---|
| Clinical | 50% | Company plan | Partially met | Contributed to 77.3% corporate achievement |
| Pre-Clinical | 20% | Company plan | Partially met | See above |
| Business Development | 15% | Company plan | Partially met | See above |
| Corporate | 15% | Company plan | Partially met | See above |
Equity incentives (vesting features used broadly for executives; Ms. Smith’s specific awards not disclosed):
- Options: Typically vest 12.5% at 6 months, then in 14 equal quarterly installments (remainder) over 3.5 years.
- RSUs: Typically vest annually over 3 years.
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership (Beth Smith) | Not individually disclosed; table lists directors/NEOs; all directors and executive officers as a group: 13.0% beneficial ownership (9,150,843 shares) as of 3/24/2025. |
| Vested vs unvested, options/RSUs | Not disclosed for Ms. Smith; NEO award inventories are disclosed separately. |
| Pledging/hedging | Company policy prohibits all directors, officers, and employees from hedging or pledging company stock (e.g., swaps, collars, margin). |
| Ownership guidelines | CEO: 3× salary; Section 16 officers: 1× salary; Directors: 3× board retainer; compliance within 5 years of applicability. Ms. Smith’s Section 16 status not specified; individual compliance not disclosed. |
Employment Terms
| Term | Disclosure for Beth Smith |
|---|---|
| Appointment | Appointed VP, Controller, Treasurer & PAO effective Jan 2, 2025. |
| Employment agreement | No material plan/contract/arrangement disclosed in connection with the appointment as of the 8-K; company to amend if later entered. |
| Severance / CoC | Not disclosed for Ms. Smith; detailed severance terms disclosed for CEO/CFO/CMO only. |
Governance, Pay Practices, and Risk Controls (context)
- Clawback policy: Board-adopted (Nov 2023) to comply with SEC/Nasdaq rules; mandates recovery of erroneously awarded incentive compensation for executive officers over a 3-year lookback following a restatement. Applies regardless of misconduct.
- Equity plan features: No single-trigger vesting on change-in-control; no discount options/SARs; no repricing without shareholder approval; no dividends on unvested awards; robust share counting; plan allows performance awards tied to metrics (e.g., revenue, TSR, margins).
- Related-party transactions: None requiring disclosure since Jan 1, 2023 (other than standard compensation agreements).
- Insider trading controls: Blackout periods, pre-clearance; policy reviewed periodically.
Say-on-Pay & Peer Benchmarking (context)
| Item | 2023 | 2024 |
|---|---|---|
| Say-on-Pay approval (advisory) | 88.9% support | 95.7% support |
| Peer group usage | Oncology/biopharma peers ~$100M–$1B mkt cap; headcount 175–700 (used for 2024 decisions). |
Track Record, Value Creation, Execution Risk (context)
- CEO transition: In August 2025, MacroGenics appointed Eric Risser as President & CEO and director; severance/CoC terms for the CEO role disclosed in the 8-K.
- Pay-for-performance: 2024 corporate achievement was 77.3%, aligned to clinical, pre-clinical, BD, and corporate goals; NEO payouts reflected this (company-wide framework).
- Shareholder alignment: Anti-hedging/pledging, stock ownership guidelines, and clawback policy support alignment and risk mitigation.
Investment Implications
- Alignment/overhang: Strong governance (anti-pledging/hedging; clawback; no single-trigger) and structured equity plan design reduce misalignment risk; however, Ms. Smith’s individual equity holdings and award schedules are not disclosed, limiting visibility on potential insider selling pressure specific to her.
- Incentive structure: Company-wide bonus framework emphasizes clinical progress and disciplined corporate stewardship; 2024 under-target corporate achievement (77.3%) indicates pay outcomes flex with results. This supports pay-for-performance but may constrain near-term cash awards if execution lags.
- Retention risk: Lack of disclosed role-specific severance or CoC protections for the Principal Accounting Officer suggests retention relies on ongoing equity/cash programs rather than bespoke protections; monitoring future filings for any new arrangements is prudent.
- Operating performance sensitivity: Revenues rebounded in 2024 vs 2023, with continued negative EBITDA; TSR volatility evident across 2022–2024. Execution against pipeline and BD milestones remains critical to value creation and compensation outcomes across the finance leadership team Ms. Smith helps oversee.