Pamela Wapnick
About Pamela Wapnick
Pamela Wapnick, 59, is Chief Financial Officer of Metagenomi, Inc. (MGX) since September 2023, with prior senior finance roles across biotech and large-cap pharma; she holds a B.A. in economics from Wellesley College and an M.B.A. in finance from Columbia Business School . As an NEO, her annual incentive is tied to company and individual performance goals primarily in R&D, business development, and organizational objectives; for 2024, bonuses paid reflected 68% of target for all NEOs, indicating partial achievement of defined goals . MGX prohibits pledging or hedging of company stock and permits Rule 10b5-1 trading plans, shaping trading behavior and alignment practices for insiders including the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diality Inc. | Chief Financial Officer | Jun 2022–Sep 2023 | — |
| Capsida Biotherapeutics | Chief Financial Officer | Nov 2019–Jun 2022 | — |
| Graybug Vision | Chief Financial Officer | Dec 2017–Oct 2019 | — |
| True North Therapeutics | Chief Financial Officer | Not disclosed | — |
| Amgen Inc. | Various finance positions | Not disclosed | — |
Strategic impact for each role is not disclosed in the proxy .
External Roles
No external public-company directorships or committee roles for Ms. Wapnick are disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $420,000 | $450,000 | $461,000 (approved Feb 2025) |
| Metric | 2024 |
|---|---|
| Target Bonus (%) | 40% of base salary |
| Actual Bonus Payout (% of Target) | 68% |
| Actual Bonus Paid ($) | $122,400 |
| All Other Compensation ($) | $14,413 (401(k) match) |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Company and individual goals (primarily R&D, BD, organizational) | Not disclosed | 40% of base salary ($180,000; $450,000 × 40%) | 68% of target | $122,400 | N/A |
RSU Awards
| Grant Date | Vesting Commencement Date | Units Unvested (12/31/24) | Market Value (12/31/24) | Vesting Schedule |
|---|---|---|---|---|
| 04/01/2024 | 09/18/2023 | 47,655 | $172,035 (at $3.61 per share) | 25% vested on 09/05/2024, remainder in 12 equal quarterly installments |
Stock Option Awards
| Grant Date | Vesting Commencement Date | Options Exercisable | Options Unexercisable | Strike Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 04/01/2024 | 09/18/2023 | 91,077 | 200,373 | $10.82 | 03/31/2034 | 25% at 1-year anniversary, remainder in 36 equal monthly installments (service-based) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 142,130 |
| Ownership as % of Shares Outstanding | <1% of 37,382,478 shares |
| Direct Shares | 16,361 |
| Options (Exercisable) | 91,077 |
| Options (Unexercisable) | 200,373 |
| RSUs Unvested (12/31/24) | 47,655 |
| Pledging/Hedging | Prohibited by insider trading policy |
| Rule 10b5-1 Plans | Permitted under company policy |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start / Role | Offer letter executed Sep 1, 2023; Chief Financial Officer |
| Employment Status | At-will |
| 2025 Base Salary | $461,000 (approved Feb 2025) |
| Target Bonus | 40% of annual base salary |
| Severance (outside CIC period) | Tier 2 officers: 9 months base salary continuation and 9 months company health-contribution equivalent, subject to release and covenants |
| Severance (within CIC period) | Tier 2 officers: lump sum 12 months base salary, 100% of target bonus (prorated), 12 months health-contribution equivalent, and full acceleration of time-based equity, subject to release and covenants |
| Equity Acceleration (CIC) | Full acceleration of outstanding time-based awards; performance awards per applicable agreement terms |
| Clawback Policy | Adopted Jan 26, 2024 (effective Jan 5, 2024) for material restatements; recoup excess incentive compensation |
| Non-Solicit | Employee Invention Assignment and Confidentiality Agreement includes non-solicitation covenants during employment and for 12 months thereafter |
| Insider Trading | Hedging and pledging prohibited; Rule 10b5-1 plans permitted |
| Say-on-Pay | As an EGC/smaller reporting company, MGX is not required to conduct say-on-pay votes |
Investment Implications
- Pay mix is equity-heavy for 2024: salary $445,000 and cash bonus $122,400 vs. stock awards $749,999 and option awards $2,248,828, indicating strong alignment to long-term shareholder value but potential ongoing supply from scheduled RSU/option vesting and 10b5-1 programmatic sales .
- Vesting cadence (quarterly for RSUs, monthly for options after initial cliffs) creates steady near-term vesting that can translate into regular selling windows, though hedging/pledging are prohibited, reducing misalignment risks .
- CIC economics for Tier 2 (12 months base, 100% target bonus, health contributions, and full time-based equity acceleration) provide retention through closing but introduce sale-event incentives typical for biotech, with double-trigger requirements via termination within the CIC period .
- Ownership is modest (<1% of outstanding), with 16,361 direct shares and additional near-term issuable shares from options/RSUs; alignment relies more on ongoing equity awards than large personal stakes, a common profile for newly public biotech CFOs .
- Pay-for-performance signal: 2024 bonus funded at 68% of target, reflecting partial attainment of corporate and individual goals, an indicator of compensation discipline and calibration in an R&D-centric year .
- Governance and controls: Aon engaged as independent compensation consultant; clawback policy in place; insider trading controls robust—supportive of sound compensation governance and reduced headline risk .