Scott Koenig
MACROGENICSAbout Scott Koenig
Scott Koenig, M.D., Ph.D. (age 72) is MacroGenics’ President, Chief Executive Officer, co‑founder and a Class I director since September 2001; he is not considered independent under Nasdaq rules due to his employment . He holds an A.B. and Ph.D. from Cornell University and an M.D. from the University of Texas Health Science Center, Houston; prior roles include senior research leadership at MedImmune and NIH/NIAID . As of April 2025, his separation and consulting agreement extends his Separation Date at the Board’s discretion; he will transition to an advisor for five years post‑separation with continued equity vesting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MacroGenics, Inc. | President & CEO; Director (Class I) | Sep 2001–present; Separation Date TBD | Co‑founder; led R&D/product pipeline maturation |
| MedImmune, Inc. | SVP, Research | Pre‑2001 | Led product pipeline selection/maturation |
| NIH/NIAID (Laboratory of Immunoregulation) | Researcher | 1984–1990 | Immunology/retrovirus & AIDS pathogenesis research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlycoMimetics, Inc. | Director | Current | Public company board service; interlock with prior MGNX director Scott Jackson (ended Feb 2025) |
| Applied Genetic Technologies Corp. (AGTC) | Chairman (prior) | Until 2022 acquisition | Shared historical interlock with MGNX director Edward Hurwitz (prior AGTC director) |
| Biotechnology Innovation Organization (BIO) | Board member | Current | Industry advocacy/governance |
| International Biomedical Research Alliance | Board member | Current | Non‑profit governance |
Board Governance
- Independence: Not independent due to CEO status .
- Committees: Not listed as a member of Audit, Human Capital Management, Nominating & Corporate Governance, or Science & Technology Committees for 2025 .
- Attendance: Board met 13 times in 2024; all then‑current directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Tenure: Director since 2001; Class I seat continuing until Separation Date per amendment to Separation Agreement .
- Executive sessions: Independent directors hold regular executive sessions; all Board committees comprised entirely of independent directors .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 704,914 | 734,031 |
| Target Bonus % of Salary | 60% | 60% |
| Bonus Paid ($) | 481,380 (for 2023 performance) | 342,470 (for 2024 performance) |
- 2024 base salary set at $738,400 effective Feb 19, 2024; paid $734,031 in 2024 .
- CEO bonus determination tied 100% to corporate performance (no individual component) .
Performance Compensation
| Equity Grants (2024) | Quantity | Vesting | Grant Pricing/Value |
|---|---|---|---|
| RSUs | 95,000 | Equal annual tranches over 3 years | Grant‑date fair value $1,738,500 |
| Stock Options | 248,000 | 12.5% at 6 months; remainder in 14 quarterly installments | Exercise price $18.30; grant‑date fair value $3,574,647 |
| 2024 Corporate Performance Metrics | Weight | Assessment | Weighted Outcome |
|---|---|---|---|
| Clinical pipeline milestones | 50% | Partially met | — |
| Pre‑clinical objectives | 20% | Partially met | — |
| Business development (collaborations) | 15% | Partially met | — |
| Corporate (cash stewardship, compliance, engagement) | 15% | Partially met | — |
| Aggregate Corporate Achievement | 100% | 77.3% achieved | 77.3% |
- CEO’s 2024 cash bonus was based on the 77.3% corporate achievement outcome, yielding $342,470 on a 60% target .
- Equity awards to executives were time‑based (options and RSUs); performance awards permitted by plan but not disclosed as granted to NEOs in 2024 .
Other Directorships & Interlocks
| Company | Current/Prior | Overlap/Interlock |
|---|---|---|
| GlycoMimetics, Inc. | Current | Scott Jackson served on GlycoMimetics board until Feb 2025; interlock ended |
| AGTC | Prior (Chairman) | Edward Hurwitz previously AGTC director; historical interlock |
| BIO | Current | Industry association governance |
| International Biomedical Research Alliance | Current | Non‑profit board |
Expertise & Qualifications
- Scientific leadership and immunology/oncology expertise; NIH/NIAID research pedigree; senior R&D at MedImmune .
- Executive leadership in biotech; co‑founder with deep product development experience .
- External industry governance via BIO and non‑profit boards .
Equity Ownership
| Ownership Detail (as of Mar 24, 2025) | Amount |
|---|---|
| Shares owned (direct and indirect) | 1,372,677 (incl. trusts) |
| Shares issuable within 60 days (options/RSUs) | 2,453,006 |
| Total beneficial ownership | 3,825,683 shares (5.8% of outstanding) |
| Shares outstanding reference | 63,090,323 |
- Trust holdings: 427,480 shares (Koenig 2024 Irrevocable Trust) and 167,782 shares (Scott Koenig Family Trust); shared voting/dispositive power may apply .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging by directors/officers .
- Unvested awards at year‑end 2024: RSUs 84,659 (2023 grant) and 95,000 (2024 grant), total market value $583,892; multiple option tranches outstanding including 2015–2024 grants; latest 2024 option exercise price $18.30 .
Compensation Committee Analysis
- Committee: Human Capital Management Committee (HCMC) comprised entirely of independent directors (Chair: William Heiden; members: Meenu Chhabra Karson, Jay Siegel, M.D., Federica O’Brien) .
- Consultants: Compensia (2024 cycle) and Alpine Rewards (late‑2024/2025); both reviewed for independence with no conflicts found .
- Meetings/engagement: HCMC met seven times in 2024; reviews director pay annually and oversees executive compensation and equity grants (including grants to Dr. Koenig) .
- Say‑on‑Pay: Strong shareholder support—95.7% approval in 2024; 88.9% in 2023 .
Employment & Contracts (Separation, Severance, CoC)
- Separation Agreement (Oct 25, 2024; amended Feb 25, 2025): 24 months salary continuation plus target bonus (total $2,362,880), COBRA premiums for up to 24 months, 50% acceleration of unvested options/RSUs at Separation Date, prorated 2025 bonus; five‑year advisory engagement with continued vesting of remaining unvested equity; resignation from Board effective at Separation Date unless revoked at incoming CEO’s request .
- Historical employment agreement (2013, superseded): double‑trigger CoC protection—upon qualifying termination within two years after a change of control, 100% acceleration of unvested equity; absent CoC, 50% acceleration; 24 months salary+target bonus; two‑year non‑compete/non‑solicit .
- Plan structure: Amended 2023 Equity Incentive Plan prohibits single‑trigger automatic vesting; requires shareholder approval to reprice options/SARs; disallows dividends on unvested awards; includes clawback policy .
Risk Indicators & RED FLAGS
- Independence: Not independent; continued Board service until Separation Date with advisory role thereafter may create lingering influence and alignment concerns for board effectiveness post‑transition .
- Large ownership stake (5.8%): Can be positive for alignment but may magnify influence during leadership transition .
- Change‑of‑Control protections: Historically robust double‑trigger benefits; current Separation Agreement includes significant severance and accelerated vesting—monitor deal incentives and potential overhang .
- Interlocks: Historical interlocks with AGTC and a recent overlapping board (GlycoMimetics with Jackson until Feb 2025); current related‑party transactions >$120k not disclosed, which mitigates conflict risk .
Director Compensation
- Not applicable: As an employee director, Dr. Koenig did not receive non‑employee director retainers/fees; director program applies to non‑employee directors only .
Governance Assessment
- Strengths: Extensive scientific/industry expertise; strong shareholder support for executive compensation; formal clawback and anti‑hedging/pledging policies; independent, active compensation committee with independent consultants .
- Watch items: Transition management—Separation Date timing, advisory role terms, and equity acceleration; ensure robust independent oversight and clear succession to preserve investor confidence .
- Conflicts/related party: None disclosed above $120k since Jan 1, 2023; Audit Committee oversees related‑party review .
- Alignment: Meaningful personal ownership and time‑based equity design support alignment; monitor performance linkage as equity is predominantly time‑based (limited disclosure of PSUs) .
Appendix: Selected Company Performance Context (Pay vs Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 TSR investment ($) | 29.35 | 42.08 | 14.22 |
| Net Income (Loss) ($000s) | (119,758) | (9,058) | (66,966) |
Note: Company disclosures state limited direct linkage between net loss and NEO compensation; CAP methodology per SEC differs from pay decisions; included for governance context .