Eric Risser
MACROGENICSAbout Eric Risser
Eric Risser is President and Chief Executive Officer of MacroGenics (appointed August 13, 2025) and a Class I director with a term expiring at the 2026 annual meeting; he previously served as Chief Operating Officer and has been with the company since 2009 . He holds an M.B.A. from Stanford University and a B.A. from Yale University . As COO and corporate development lead, he helped generate over $1.6B in non‑dilutive capital since inception, signaling strong deal-making capability . Company TSR context: a $100 investment measured for pay‑versus‑performance was $14.22 in 2024, $42.08 in 2023, and $29.35 in 2022, framing stock performance around his senior-tenure period prior to becoming CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MacroGenics | President & CEO; Class I Director | 2025–present | CEO; board appointment adds leadership accountability |
| MacroGenics | Chief Operating Officer | 2022–2025 (title cited); at MGNX since 2009 | Oversaw BD, program mgmt, quality, regulatory, new product planning |
| MacroGenics | Vice President, Business Development | 2009–(later promoted) | Led BD; foundation for >$1.6B non‑dilutive capital since inception |
| Johnson & Johnson (Pharmaceutical Group) | Senior Director, Business Development | 2003–2009 | Led multiple licensing and acquisition transactions |
| Consulting practice (life sciences) | Founder/Principal | Not disclosed | Counsel to emerging life science companies in U.S. and Europe |
| BA Venture Partners; Lehman Brothers | VC/Investment banking roles | Not disclosed | Early-career investing and banking experience |
External Roles
- None disclosed in company filings for other public company boards or committee roles .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| CEO Base Salary | $625,000 (annual) | Set in amended and restated employment agreement effective Aug 13, 2025 |
| Target Annual Incentive | Up to 60% of base salary | Per the same agreement; determined annually by the Human Capital Management Committee |
| Director Pay | Not applicable | Employee directors receive no additional board compensation |
Performance Compensation
| Element | Metric/Structure | Target/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (CEO) | Company and role performance (program-level) | CEO eligible up to 60% of base; specific 2025 CEO metrics not disclosed | Not disclosed | Cash |
| Stock Options (CEO new grant) | Option to purchase common stock | 550,000 options at grant; exercise price = close on Aug 13, 2025 | Grant disclosed; vesting terms not disclosed | Not disclosed |
| Program context (company-wide) | Company performance objectives categories | 2023 weights: Clinical 60%, Pre‑Clinical 20%, Corporate 20% (program structure) | 2023 corporate achievement assessed at 113% (program-level) | N/A |
| Typical NEO vesting mechanics (context) | Options; RSUs | N/A | N/A | Options historically: 12.5% at 6 months, remainder in 14 quarterly installments; RSUs over 3 years (NEO precedent) |
Note: Company discloses performance goal categories and historical NEO award vesting mechanics; specific 2025 CEO metrics and vesting schedules for Mr. Risser’s 550,000‑share option grant were not disclosed in filings reviewed .
Equity Ownership & Alignment
| Item | Detail | Analysis/Implication |
|---|---|---|
| New CEO option grant size | 550,000 options | Creates upside leverage; potential future selling pressure upon vest/expiration, depending on vesting and 10b5‑1 plans (not disclosed) |
| Shares outstanding (record date) | 63,090,323 (as of Mar 24, 2025) | New grant equals ~0.87% of shares outstanding (550,000 / 63,090,323) |
| Beneficial ownership (individual) | Not disclosed for Mr. Risser in 2025 proxy beneficial ownership table | Table shows directors and NEOs; Risser (then COO) was not a listed NEO; individual line item not present |
| Clawback policy | Adopted Feb 2021; covers compensation tied to financial reporting measures; restatement/misconduct triggers; applies to Section 16 officers | Enhances alignment; recoupment across cash and equity awards |
| Hedging/pledging | Not disclosed | No specific hedging/pledging policy disclosure located in reviewed sections |
| Executive ownership guidelines | Company states guidelines exist | Multiple/thresholds not disclosed; cited as part of philosophy |
Employment Terms
| Scenario | Cash Severance | Health Benefits | Equity | Other |
|---|---|---|---|---|
| Termination without cause / resign for good reason (not in connection with change of control) | 1.0x annual base salary + 1.0x target bonus (prorated); paid over 12 months | COBRA premiums up to 18 months | Not disclosed | Earned/unpaid salary; expense reimbursement; accrued but unused vacation (as applicable) |
| Termination without cause / resign for good reason (in connection with or within 12 months after change of control) | 1.5x annual base salary + 1.5x target bonus | COBRA premiums up to 18 months | Full acceleration of all unvested, outstanding equity awards | Earned/unpaid salary; expense reimbursement; accrued but unused vacation (as applicable) |
Definitions (good reason, cause, change of control) are specified in executive employment agreements generally; company provides exemplar definitions in agreements for other NEOs (e.g., Dr. Koenig), indicating standard terms used by the company .
Performance & Track Record
| Dimension | Evidence |
|---|---|
| Business development/value creation | As COO/BD lead, MacroGenics cites >$1.6B non‑dilutive capital since inception |
| Company TSR context (Item 402(v) table) | $100 initial investment value: 2024 $14.22; 2023 $42.08; 2022 $29.35 (company TSR) |
| NEO status history | Listed as Non‑PEO NEO in 2022 in CAP table cohort (for pay‑versus‑performance averages) |
Board Governance
- Board service: Appointed Class I director effective August 13, 2025 (term to 2026 annual meeting) . As an employee director, he is non‑independent; company policy compensates employee directors only via employment pay, not director retainers .
- Chair/CEO split: Board leadership roles are separated; independent Chair (William Heiden) with CEO as management director; board affirms separation as current best structure .
- Committee roles: As of April 11, 2025 proxy, standing committees (Audit; Human Capital Management; Nominating & Corporate Governance; Science & Technology) are entirely independent directors; no committee roles disclosed for Mr. Risser .
- Board activity: Board met 13 times in 2024; all directors met 75%+ meeting attendance; indicates active oversight .
Director Compensation (context)
- Non‑employee director program: annual cash retainer ($45,000); committee fees; options and RSUs per director program; effective May 2025 refresh increased grant sizes for directors . Employee directors (e.g., CEO) receive no additional compensation for board service .
Compensation Benchmarking & Say‑on‑Pay
| Topic | Detail |
|---|---|
| Compensation peer group (most recent disclosed) | 2seventy bio; Agenus; Atara; Clovis; Deciphera; G1 Therapeutics; Gritstone; ImmunoGen; Inovio; Karyopharm; Merus; Mersana; NGM; REGENXBIO; Rigel; Xencor; Y‑mAbs (2023 benchmarking) |
| Say‑on‑pay support | 2024: 95.7% approval (for 2023 pay); 2023: 88.9% approval (for 2022 pay) |
Related Party Transactions and Policies
- No related party transactions over $120,000 since Jan 1, 2023 beyond disclosed compensation arrangements; Audit Committee pre‑approves and oversees related party matters .
Investment Implications
- Alignment and retention: CEO pay mix includes meaningful equity via a 550,000‑share option grant (~0.87% of shares outstanding), creating performance leverage and retention pull; specific vesting schedule was not disclosed, but historical NEO option mechanics vest over four years, which would stagger supply overhang if similar terms apply .
- Change‑in‑control economics: 1.5x base and 1.5x target bonus plus full equity acceleration under CoC‑related termination enhances deal continuity but can increase takeover cost; in non‑CoC cases, 1.0x base and 1.0x target bonus plus COBRA support is moderate among small/mid‑cap biotech peers .
- Governance safeguards: Independent Chair, fully independent committees, and a clawback policy reduce governance risk and support pay‑for‑performance discipline; strong recent say‑on‑pay outcomes (95.7%) indicate investor acceptance of program design .
- Data gaps to monitor: Individual beneficial ownership, share pledging/hedging, and any 10b5‑1 plan adoptions are not disclosed in the proxy or appointment 8‑K—monitor Forms 3/4/5 after the CEO transition to assess insider selling pressure and equity alignment in practice .
Note: For insider transaction granularity (Form 4s, 10b5‑1 plan flags) and exact vesting schedules on CEO grants, refer to subsequent Section 16 filings and grant agreements once filed; such details were not included in the documents reviewed here **[1125345_0001125345-25-000094_mgnx-20250813.htm:1]** **[1125345_0001125345-25-000047_mgnx-20250411.htm:70]**.