David Stump
MACROGENICSAbout David Stump, M.D.
Independent director of MacroGenics (MGNX) since September 2013; age 75. Former Executive Vice President, Research & Development at Human Genome Sciences (HGS) from November 1999 until retirement in December 2012. Education and credentials: A.B. (Earlham College) and M.D. (Indiana University); residency/fellowship in internal medicine, hematology, oncology, and biochemistry at the University of Iowa. Current external public company directorship: REGENXBIO, Inc.; prior public boards include Dendreon, Portola Pharmaceuticals, and Sunesis Pharmaceuticals; trustee of Earlham College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Genome Sciences, Inc. | Executive Vice President, R&D | Nov 1999–Dec 2012 | Led R&D; 23 years of biotech R&D and operations experience cited |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REGENXBIO, Inc. | Director (public company) | Current | Not disclosed |
| Dendreon Corporation | Director (public company) | Prior | Not disclosed |
| Portola Pharmaceuticals, Inc. | Director (public company) | Prior | Not disclosed |
| Sunesis Pharmaceuticals, Inc. | Director (public company) | Prior | Not disclosed |
| Earlham College | Trustee | Current | Not disclosed |
Board Governance
- Committee assignments and roles:
- Nominating and Corporate Governance Committee: Chair; members include Ferrante, Hurwitz, Liu, Stump .
- Science and Technology Committee: Member; chaired by Siegel; members include Ferrante, Hurwitz, Liu, Siegel, Stump .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Dr. Stump is independent .
- Attendance and engagement:
- 2024 Board met 13 times; Stump’s committees met (Nominating & Governance: 4; Science & Technology: 5) with all directors attending at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead independent structure: Chair and CEO roles separated; independent Chair (Heiden) .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Board Retainer (non-employee director) | Cash or stock options (Black-Scholes value) paid quarterly | $45,000 per year |
| Chair of Board (if non-employee) | Additional annual retainer | $35,000 |
| Committee Membership Fees | Audit: Member $10,000; Chair +$20,000 | Audit fees schedule |
| Human Capital Management: Member $7,500; Chair +$15,000 | HCM fees | |
| Nominating & Corporate Governance: Member $5,000; Chair +$10,000 | NCG fees | |
| Science & Technology: Member $10,000; Chair +$20,000 | S&T fees | |
| 2024 Fees Earned (Stump) | Fees earned or paid in cash | $67,500 |
Notes:
- Directors may elect to receive retainers in cash or stock options; expenses reimbursed; no meeting fees beyond the program .
Performance Compensation
| Equity Award | Grant Size (Program) | Vesting | 2024 Grants/Values (Stump) |
|---|---|---|---|
| Annual Option (non-employee director) | 16,500 shares through May 2024; effective May 2025 increased to 22,000 | 1/12 monthly over 12 months (beginning 1 month after grant) | Option awards aggregate grant-date fair value $60,443 |
| Annual RSU | 6,500 RSUs through May 2024; effective May 2025 decreased to 3,750 | Vests after one year or day prior to next annual meeting | Stock awards grant-date fair value $27,690; 6,500 RSUs were granted 5/21/2024 at $4.26 per share |
| Initial Option/RSU (for new directors) | 33,000 options / 13,000 RSUs (pre-2025); 44,000 options / 7,500 RSUs (effective May 2025) | Options: 1/36 monthly; RSUs: annually over 3 years | Not applicable in 2024 for Stump |
No director performance metrics are tied to equity grants; director awards are time-based (options/RSUs), not performance-vested .
Other Directorships & Interlocks
| Company | Relationship to MGNX | Potential Interlock/Conflict |
|---|---|---|
| REGENXBIO, Inc. | Unrelated public biotech; Stump is director | No related-party transactions disclosed by MGNX since Jan 1, 2023; Audit Committee reviews any related-party transactions >$120,000 |
| Dendreon; Portola; Sunesis | Prior public boards | No current related-party exposure disclosed |
| Earlham College | Non-profit board | Not applicable |
Expertise & Qualifications
- Deep R&D leadership (EVP R&D at HGS) with medical training in hematology/oncology; 23 years of biotech R&D and operations experience .
- Board service across multiple biopharma companies; governance familiarity; current REGENXBIO director; Nominating & Governance Chair at MGNX; Science & Technology Committee member .
- Academic and clinical training credentials; A.B., M.D., residency/fellowship in relevant specialties .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares owned | 4,500 | Direct ownership |
| Shares issuable within 60 days (options/RSUs) | 137,000 | Options exercisable and/or RSUs vesting within 60 days |
| Total beneficial ownership | 141,500; <1% | Less than 1% of outstanding shares |
| Unvested RSUs outstanding (12/31/2024) | 6,500 | Annual RSU grant |
| Options outstanding (12/31/2024) | 130,500 | Aggregate options held |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors | Enhances alignment |
| Director stock ownership guideline | 3x annual board retainer value; compliance within five years | Applies to all non-management directors |
Insider Trades (Form 4)
| Date | Transaction | Security | Amount | Price | Notes |
|---|---|---|---|---|---|
| 2024-05-20 | Conversion (M) of RSUs to common stock | RSU → Common | 4,500 | $0 | RSUs granted 5/31/2023 vested on 5/20/2024, one day prior to Annual Meeting |
Governance Assessment
- Board effectiveness: Stump chairs Nominating & Corporate Governance, positioning him at the center of director independence, succession planning, and ESG oversight; his seat on Science & Technology supports R&D oversight and performance goal-setting alignment .
- Independence and engagement: Classified independent; the Board and committees maintained regular cadence in 2024 with all directors meeting ≥75% attendance and full Annual Meeting attendance—supports investor confidence in oversight .
- Compensation and alignment: Director compensation modest in cash, with meaningful equity via options/RSUs and prohibited hedging/pledging; stock ownership guidelines promote “skin in the game” over time .
- Conflicts/related parties: Company discloses no related-party transactions since 2023; Audit Committee pre-approves and oversees such matters—no red flags disclosed tied to Stump’s other affiliations .
- Shareholder signals: Strong say‑on‑pay support (95.7% in 2024) reflects broader investor confidence in compensation governance, indirectly supporting the board’s overall pay philosophy and oversight processes .
Fixed Compensation (Stump – 2024 detail)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 67,500 | 27,690 | 60,443 | 155,633 |
Performance Compensation (Stump – award holdings and vesting)
| As of 12/31/2024 | Unvested Stock Awards (#) | Shares Subject to Outstanding Options (#) | Vesting Terms |
|---|---|---|---|
| Holdings | 6,500 | 130,500 | Options: monthly vesting (Initial 1/36; Annual 1/12); RSUs: Annual grant vests in 1 year; Initial RSU vests annually over 3 years |
Other Signals and Policies
- Clawback: SEC/Nasdaq-compliant incentive compensation recoupment policy adopted in Nov 2023; broader clawback policy since Feb 2021 applies to awards .
- Insider trading controls: Blackout periods, pre-clearance, and policy updates in place; enhances governance rigor .
- Committee competencies: Audit Committee, HCM, NCG, and S&T committees constituted entirely of independent directors; financial experts designated on Audit Committee; Stump not on Audit/HCM (reduces pay-setting conflict) .
RED FLAGS: None disclosed related to Stump—no related-party transactions, hedging/pledging prohibited, strong attendance, and independent status affirmed .