Sarah Noonberg
About Sarah Noonberg
Sarah Noonberg, M.D., Ph.D., is Chief Medical Officer (CMO) of Metagenomi (MGX), serving since January 2023; she is 57 years old as of April 14, 2025, and is a board‑certified internist with a B.S. in engineering (Dartmouth), a Ph.D. in bioengineering (UC Berkeley), and an M.D. (UCSF), with residency at Johns Hopkins Hospital . During her tenure, MGX’s revenues rose from $17.2M* (FY 2022) to $44.8M* (FY 2023) and $52.3M* (FY 2024), while EBITDA remained negative, reflecting a development‑stage investment profile*; she has overseen clinical strategy amid pipeline progress in genome editing (MGX-001 for hemophilia A) and a 25% workforce reduction announced in November 2025 .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maze Therapeutics | Chief Medical Officer | Jul 2020 – Sep 2022 | Led clinical development strategy and execution for precision genetic programs |
| Nohla Therapeutics | Chief Medical Officer | May 2018 – May 2019 | Directed clinical portfolio and regulatory strategy for cell therapies |
| Prothena (Nasdaq: PRTA) | Chief Medical Officer | May 2017 – May 2018 | Oversaw clinical development in neurodegenerative/immunology programs |
| BioMarin (Nasdaq: BMRN) | Group VP & Head of Global Clinical Development | Aug 2015 – Mar 2017 | Led global clinical development across rare disease programs |
| Medivation | Senior Vice President, Early Development | May 2007 – Aug 2015 | Senior leadership in early development; progression of pipeline assets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Neurogene (Nasdaq: NGNE) | Director | Current | Public company board service |
| Neoleukin Therapeutics (Nasdaq: NLTX) | Director | Aug 2019 – Dec 2023 | Prior public company board |
| Protagonist Therapeutics (Nasdaq: PTGX) | Director | Dec 2017 – May 2023 | Prior public company board |
| Marinus Pharmaceuticals (Nasdaq: MRNS) | Director | May 2023 – Nov 2024 | Prior public company board |
Fixed Compensation
- Not disclosed for CMO in the latest proxy; MGX’s 2024 NEOs were CEO, President/COO, and CFO (the CMO was not an NEO for disclosure purposes) .
Performance Compensation
- MGX’s Senior Executive Cash Incentive Bonus Plan pays bonuses based on company and individual performance targets tied to financial and operational measures set by the compensation committee .
- Weighting, specific targets, and payout formulas for the CMO are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares; % of outstanding) | Not disclosed for CMO; Noonberg is not listed among directors/NEOs in the beneficial ownership table |
| Hedging/Pledging | Prohibited for officers, directors, and employees by insider trading policy (short sales, derivatives, hedging; pledging as collateral) |
| Rule 10b5-1 Plans | Company permits compliant Rule 10b5‑1 trading plans for insiders |
| Clawback Policy | Adopted Jan 26, 2024 (effective Jan 5, 2024); recoups incentive pay after material restatements subject to practicality and tax‑qualified plan constraints |
| Ownership Guidelines | Not disclosed |
Vesting norms under plan documents:
- Options: 25% on first anniversary of vesting commencement, then 36 equal monthly installments (4-year schedule) .
- RSUs: Example grants vest 25% on first specified date (e.g., Jun 5, 2025), then 12 equal quarterly installments thereafter .
Note: The proxy details NEO grant schedules as exemplars; specific CMO grants/amounts are not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| MGX Role Start | Chief Medical Officer since January 2023 |
| Agreement Form | Company maintains at‑will employment for executives; individual offer/employment agreements for NEOs (CMO agreement terms not disclosed) |
| Severance Policy (executives) | Companywide Executive Severance and Change‑in‑Control Policy covers named executive officers and certain other executives: outside CIC period—salary continuation for 9 months (Tier 2) or 6 months (Tier 3) plus health premium contribution; within CIC—lump sum salary (12 months Tier 2; 10 months Tier 3), 100% target bonus pro‑rated, health premium contribution, and full acceleration of time‑based equity; performance‑based award treatment per award terms . |
| Non‑Solicit/Restrictive Covenants | NEO agreements include non‑solicitation for 12 months and restrictive covenants; CMO-specific covenants are not disclosed |
Performance & Track Record
MGX operating performance during Noonberg’s tenure (years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $17.2M* | $44.8M* | $52.3M* |
| EBITDA ($USD) | -$42.9M* | -$74.3M* | -$83.5M* |
| Net Income ($USD) | -$43.6M* | -$68.3M* | -$78.1M* |
| *Values retrieved from S&P Global. |
Recent quarterly trend:
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($USD) | $9.6M* | $4.1M* | $8.5M* | $8.7M* |
| EBITDA ($USD) | -$19.2M* | -$26.5M* | -$19.7M* | -$21.5M* |
| Net Income ($USD) | -$23.4M* | -$25.0M* | -$19.9M* | -$20.4M* |
| *Values retrieved from S&P Global. |
Program and organization developments:
- Hemophilia A (MGX‑001): Durable FVIII activity in NHPs; dose strategy informing clinical plans; investor presentation and pipeline milestones disclosed .
- Strategic evolution in Nov 2025: focus on MGX‑001 and later‑stage preclinical pipeline; workforce reduction of 25%, CEO transition (Jian Irish promoted), Board Chair change (Willard Dere), with stated runway into 4Q 2027 .
Compensation Committee Analysis
- Compensation committee sets executive pay drawing on market benchmarks, internal equity, and pay‑for‑performance philosophy; engaged Aon (Nov 2024) for program design, peer group identification, and benchmarking; EGC status reduces required compensation disclosures .
Investment Implications
- Alignment safeguards: Explicit prohibitions on hedging/pledging and a formal clawback reduce agency risk; Rule 10b5‑1 usage remains permissible, potentially facilitating orderly selling, but individual CMO holdings/vesting pressure are not disclosed .
- Retention/transition risk: The November 2025 restructuring and leadership changes increase execution risk and potential attrition; ensuring continuity in clinical leadership (CMO) is critical for MGX‑001 and near‑term IND plans .
- Pay‑for‑performance visibility: Without CMO‑specific compensation/ownership disclosure, assessing pay‑performance alignment and equity‑based retention risk is constrained; company‑level bonus plans tie payouts to operational/financial objectives, but CMO metrics/weightings are undisclosed .
- Execution track record: Pipeline progress in hemophilia A and secreted protein deficiency platform underpins value creation potential; financials reflect continued investment with negative EBITDA/net income consistent with preclinical stage development* .
*Values retrieved from S&P Global.