Thomas Spitznagel
MACROGENICSAbout Thomas Spitznagel
Thomas Spitznagel, Ph.D., is Senior Vice President, Technical Operations at MacroGenics. He joined the company in 2013 and is age 58 . He oversees biopharmaceutical development and manufacturing for Fc‑optimized monoclonal antibodies, DART molecules, and ADCs, including supply chain, CMC project management, facilities/engineering, and EHS; he holds an S.B. in Chemical Engineering from MIT and a Ph.D. in Chemical Engineering from UC Berkeley . Company performance context: 2024 revenue was $149.962 million and net loss was $66.966 million; cash, cash equivalents and marketable securities were $201.7 million at year‑end, with a runway guided into the second half of 2026 . Management disclosed no meaningful relationship historically between net loss and compensation actually paid under Item 402(v) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Human Genome Sciences | Vice President, BioPharmaceutical Development | — | Oversight of Analytical Development, Formulation & Drug Delivery, Purification Sciences, and Fermentation/Cell Culture Sciences |
| Nabi | Senior Scientist | 1996–1998 | Biopharmaceutical R&D contributions in early biologics development |
| Genetics Institute | Staff Engineer | 1992–1996 | Engineering support for bioprocess development |
External Roles
- None disclosed for Spitznagel in company filings .
Fixed Compensation
| Metric | 2021 |
|---|---|
| Base Salary ($) | $409,972 |
| Target Bonus (%) | 40% |
| Target Bonus ($) | $164,965 |
| Actual Bonus Paid ($) | $132,302 |
- The company’s 2021 base salary table lists Spitznagel’s 2021 base salary as $412,412 (4% increase vs. 2020), reflecting payroll timing effects; the summary compensation shows salary actually paid during the year as $409,972 .
Performance Compensation
2021 Annual Cash Incentive Structure and Outcome
| Component | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Overall performance score (corporate + individual) | 100% | 100% of target | 80% achievement | Corporate objectives (80% weight) and individual performance (20% weight, capped at 150%) |
- Design: For executives other than the CEO, bonus weighting was 80% corporate and 20% individual (individual component capped at 150%) . Spitznagel’s weighted achievement resulted in an 80% payout of target for 2021 .
Equity Incentive Mechanics (company‑wide executive program)
| Incentive Type | Vesting | Key Terms |
|---|---|---|
| Stock Options | 12.5% vests at 6 months post‑grant; remaining vests in equal quarterly installments over 14 quarters | Options priced at closing price on grant date; promote pay‑for‑performance via share price appreciation |
| RSUs | Equal annual vesting over 3 years | Aligns with long‑term shareholder value via full ownership after vesting |
| Historical option vesting (example) | 12.5% at first vest date; 6.25% each quarter thereafter | As disclosed in Spitznagel’s Form 3 for earlier grants |
Equity Ownership & Alignment
- 10b5‑1 plan: Spitznagel adopted a Rule 10b5‑1 trading plan on March 12, 2024, effective July 2, 2024–July 2, 2026, covering potential sale of up to 398,990 shares—indicating structured, pre‑planned selling that could create episodic supply pressure .
- Anti‑hedging/pledging: Company policy prohibits pledging and hedging transactions for all directors, officers, and employees (e.g., collars, swaps, margin accounts, short sales) .
- Stock ownership guidelines: Section 16 officers must hold company stock valued at 1× base salary, with a five‑year compliance window; CEO 3× salary; directors 3× annual retainer .
- Current beneficial ownership: 2025 proxy presents named executives and directors; individual beneficial ownership for Spitznagel is not separately disclosed in that table .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Entered Q4 2019; includes confidentiality, invention assignment, non‑competition (12 months), and non‑solicitation |
| Severance (no change in control) | 12 months base salary + prorated target bonus; 12 months health benefit continuation; no equity acceleration |
| Severance (within 1 year post‑change‑in‑control; double trigger) | 12 months base salary + target bonus; 12 months health benefit continuation; 100% acceleration of unvested options and RSUs |
| Modeled 12/31/2021 severance values | Absent CoC: Cash $577,377; Health $9,595; Equity $0; Total $586,972. With CoC: Cash $577,377; Health $9,595; Equity $222,668; Total $809,640 |
| Clawback policies | Company‑wide clawback adopted Nov 2023 to comply with SEC/Nasdaq Rule 10D‑1; prior clawback policy adopted Feb 2021 covering restatements and misconduct by Section 16 officers |
Performance & Track Record
- Operational scope: Leads technical operations across biopharmaceutical development/manufacturing and CMC, supporting pipeline programs (e.g., lorigerlimab, multiple TOP1i‑based ADCs) .
- 2024 outcomes context: Revenue $149.962 million; net loss $66.966 million; cash runway guided into H2 2026 . Portfolio actions included discontinuing internal development of vobra duo and advancing MGC026/MGC028 .
Compensation Structure Analysis
- Mix emphasizes equity: Executives receive a blend of time‑vested options and RSUs, with options vesting over ~4 years and RSUs over 3 years, aligning incentives with long‑term shareholder value .
- Market benchmarking: Pay levels informed by independent compensation consultants (Compensia, Alpine Rewards) and peer market data; say‑on‑pay approvals of 95.7% (2024) indicate strong shareholder support for the program .
- No repricing/single trigger: Equity plan prohibits option repricing without shareholder approval and does not provide single‑trigger vesting upon change in control .
Investment Implications
- Alignment: Long‑dated option/RSU vesting and ownership guidelines support retention and long‑term alignment; anti‑hedging/pledging reduces misalignment risk .
- Selling pressure: The 10b5‑1 plan covering up to 398,990 shares through mid‑2026 suggests potential periodic insider sales; monitor Form 4s and plan execution cadence for supply signals .
- Event risk economics: Double‑trigger CoC terms with 100% equity acceleration may incentivize retention through a transaction but can create overhang if leadership transitions occur; modeled totals at 12/31/2021 provide scale of obligations .
- Execution focus: Spitznagel’s remit in CMC/manufacturing is critical to the ADC and bispecific pipeline’s scalability; portfolio decisions (e.g., pivot from vobra duo to MGC026) place operational emphasis on TOP1i ADCs’ manufacturability and clinical expansion .
- Pay‑for‑performance posture: Bonus weighting (80% corporate/20% individual) with 2021 achievement at 80% supports disciplined incentive payouts tied to corporate outcomes and individual delivery .