Jeffrey Peters

About Jeffrey Peters

Jeffrey Peters serves as Senior Vice President, General Counsel and Corporate Compliance Officer at MacroGenics (MGNX). He joined in August 2015 and is 54 years old, with a J.D. from the University of Pennsylvania Law School and a B.A. from Brandeis University . His background includes senior in‑house roles at MedImmune (AstraZeneca) and the Biotechnology Innovation Organization (BIO), and earlier practice at Latham & Watkins in Washington, D.C. . For company performance context relevant to incentive alignment, MacroGenics’ pay‑vs‑performance table shows three‑year TSR deterioration in 2024 alongside widening net loss; TSR values (base $100) and net income (loss) for 2022–2024 are below .

Past Roles

External Roles

Fixed Compensation

• Mr. Peters was not a Named Executive Officer (NEO) in 2024; MacroGenics as a Smaller Reporting Company disclosed detailed pay only for the CEO, CFO, and CMO. No base salary or cash bonus details for Mr. Peters are provided in the latest proxy; therefore, specific amounts are not disclosed .

Performance Compensation

• Structure (company program): MacroGenics uses annual variable cash incentives tied to corporate and individual goals for executives and grants a mix of time‑vesting stock options and RSUs to align with long‑term shareholder value; in 2024, options and RSUs were granted to NEOs with time‑based vesting and no disclosed PSUs, indicating a heavier reliance on time‑vesting equity vs. explicit financial/TSR metrics in equity awards .
• Typical vesting mechanics for executive grants: options vest 12.5% at six months after grant, then in equal quarterly installments over the next 14 quarters; RSUs typically vest in equal annual tranches over three years (company policy applied to executives) .

Note: The proxy does not disclose Mr. Peters’ specific target bonus, metric weightings, or actual payout; only the company‑wide incentive framework is described .

Equity Ownership & Alignment

• Beneficial ownership: The 2024 and 2025 Security Ownership tables list directors and NEOs individually; Mr. Peters is not individually enumerated. As such, his specific beneficial share count and percentage are not disclosed; only the combined total for all directors and executive officers as a group is shown (7,723,711 shares beneficially owned in 2024) .
• Stock ownership guidelines: Executive officers designated as Section 16 officers must attain ownership equal to 1x base salary within five years; the CEO must hold 3x salary; directors 3x annual retainer. Counts include directly owned shares and RSUs (excluding unearned performance-based awards) .
• Anti-hedging/anti-pledging: MacroGenics prohibits pledging and hedging (e.g., collars, swaps, margin accounts) by directors, officers, and employees, reducing misalignment and downside-protection behaviors that could weaken incentives .
• Company‑level overhang and option moneyness (selling pressure context): As of March 24, 2025, outstanding options totaled 14,487,069 (Wtd. avg. exercise $13.39; remaining term 6.6 years), RSUs/PSUs outstanding were 969,440, available shares under the plan were 3,822,784, and the stock closed at $1.96—implying a large portion of options are out‑of‑the‑money, which typically reduces near‑term exercise/sale pressure . The 3‑year average gross burn rate was 5.4% (2022–2024), positioned between the 50th–75th percentile vs. peers, suggesting ongoing equity issuance but within sector norms .

Employment Terms

• Individual agreement: The proxy does not include an employment or severance summary for Mr. Peters; no individual severance multiple, CIC treatment, or non‑compete specifics are disclosed for him .
• Company patterns (for reference, not specific to Peters):
  • CFO (Karrels) agreement (amended 1/1/2025): 12 months base salary severance and 50% acceleration of unvested equity on qualifying termination absent CIC; if terminated within two years post‑CIC, 12 months base + target bonus and 100% equity acceleration; 18‑month non‑compete and two‑year non‑solicit .
  • CMO (Eck) agreement (amended 1/1/2025): 12 months base salary severance absent CIC with no equity acceleration; if within one year post‑CIC, 12 months base + target bonus and 100% equity acceleration; 12‑month non‑compete/non‑solicit .
  • Equity plan terms: No single‑trigger mandatory acceleration on change in control; acceleration requires assumption failure or award terms; no repricing without shareholder approval; clawback applies; no discounted options; and dividend equivalents prohibited on unvested awards .

Additional Governance & Policies Relevant to Incentives

• Clawback: In November 2023, MacroGenics adopted an Incentive Compensation Recoupment Policy under SEC Rule 10D‑1/Nasdaq, requiring recovery of erroneously awarded incentive‑based compensation to current/former executive officers after an accounting restatement, regardless of misconduct .
• Say‑on‑pay support: Advisory approval was 95.7% in 2024, indicating strong shareholder support for executive pay programs, though this reflects NEO disclosures, not Mr. Peters individually .
• Compensation consultants and market benchmarking: The Human Capital Management Committee engaged Compensia (2024 cycle) and later Alpine Rewards (late 2024 for 2025 cycle) as independent advisors; pay design emphasizes competitiveness vs. peer biopharma and internal equity considerations .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited, mitigating alignment risk .
• Related party transactions: None over $120,000 involving directors/executive officers since Jan 1, 2023 beyond standard compensation agreements disclosed elsewhere .
• Options repricing: Prohibited without shareholder approval .
• Equity plan acceleration: No plan‑level single‑trigger on CIC, reducing windfall risk .

Data Gaps and Monitoring Plan

• Form 4 insider trading and current holdings: We attempted to fetch Jeffrey Peters’ Form 4 history (2019–present) via the insider‑trades skill, but the data source returned an authorization error (401). We will monitor and re‑pull when access is restored to assess vesting‑driven selling pressure, dispositions for taxes, and open‑market trades (signal quality) [Read attempt described; tool returned 401].
• Beneficial ownership: Mr. Peters is not individually itemized in the latest proxy ownership table; if individual positions appear in future filings or Form 4s, we will update .

Investment Implications

• Alignment: Policy architecture supports alignment—ownership guidelines for Section 16 officers, anti‑hedging/pledging, clawback, and no single‑trigger CIC acceleration—while the executive equity mix (time‑vesting options/RSUs) leans more on tenure and stock appreciation than explicit performance metrics (e.g., PSUs), which may dilute direct pay‑for‑performance sensitivity for non‑NEOs like the General Counsel .
• Selling pressure: With most options likely out‑of‑the‑money at a $1.96 share price vs. a $13.39 weighted‑average strike, near‑term option exercises/sales by insiders (including Mr. Peters) are less probable; however, RSU vesting (three‑year annual) can still create periodic sell‑to‑cover flows; burn rate (5.4% three‑year average) indicates continuing equity issuance but within peer norms .
• Retention/CIC risk: While Mr. Peters’ specific severance/CIC terms are not disclosed, peer executive templates suggest 12‑month severance absent CIC and double‑trigger full acceleration post‑CIC for certain roles—an approach that typically supports retention through transactional periods without excessive windfalls .
• Performance backdrop: MacroGenics’ TSR and net loss trends underscore the importance of execution on pipeline and partnering; in that context, legal/compliance leadership stability (Mr. Peters’ decade‑long tenure) is a positive for continuity across licensing, clinical, and governance milestones, though explicit incentive/outcome ties for his role are not disclosed .

Note on sources and omissions: All facts above are drawn from MacroGenics’ 2025 and 2024 DEF 14A proxy statements. The proxy does not disclose Mr. Peters’ individual compensation components, ownership totals, or employment agreement; items not disclosed have been omitted accordingly .