Alejandra Carvajal
Mersana TherapeuticsAbout Alejandra Carvajal
Alejandra Carvajal is Senior Vice President and Chief Legal Officer at Mersana Therapeutics (MRSN), serving since April 2021; she was 51 as of April 29, 2025 and holds a B.A. from Harvard and a J.D. from Georgetown Law . Mersana remains pre-commercial with no product revenues and has reported net losses of $(171.7)M (2023), $(204.2)M (2022), $(170.1)M (2021), $(88.0)M (2020) . Total shareholder return (value of $100 invested 12/31/2019) declined to $40.49 by 2023 from $102.27 (2022), $108.55 (2021), and $464.40 (2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Momenta Pharmaceuticals, Inc. | Chief Legal Officer & General Counsel | Oct 2018 – Mar 2021 | Led legal function; served as principal legal advisor |
| Momenta Pharmaceuticals, Inc. | Vice President, Deputy General Counsel | Jun 2017 – Oct 2018 | Supported enterprise legal matters and compliance |
External Roles
No public company board, non-profit, or academic board roles disclosed for Carvajal .
Fixed Compensation
| Year | Base Salary ($) | % Change | Target Bonus % |
|---|---|---|---|
| 2024 | 455,000 | +5.7% | 40% |
| 2023 | 430,560 | — | 40% |
| Year | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 151,000 | 585,360 | 7,000 (401k match) | 1,359,885 |
| 2023 | 274,148 | 780,966 | 7,000 (401k match) | 1,613,231 |
Performance Compensation
| Component | Metric / Terms | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Corporate goal achievement | 75% | 100% | 85% | — |
| Annual Bonus (2024) | Individual performance | 25% | 100% | 100% (capped) | — |
| Annual Bonus (2024) | Cash paid | — | 40% of base | 88.75% of target | 161,525 |
Notes:
- Corporate goals (2024): clinical advancement (Emi‑Le, XMT‑2056), collaborations, balance sheet and organization; approved at 85/100 base points; no stretch goals achieved .
- Committee applied downward discretion capping individual achievement at 100% for executives (ex-CEO) .
Equity Grants and Vesting
| Grant Date | Instrument | Shares | Exercise Price | Vesting |
|---|---|---|---|---|
| Jan 15, 2024 | Stock Options | 225,000 | $3.02 | Equal quarterly over 4 years from 1/15/2024 |
| Jan 2024 | RSUs | 50,000 | — | 25% annually over 4 years from grant date |
| Jan 13, 2023 | Stock Options | 161,250 | $6.06 | Equal quarterly over 4 years from 1/13/2023 |
| Jan 2023 | RSUs | 35,833 | — | 25% annually over 4 years from grant date |
| Sep 2023 | RSUs (Retention) | 50,000 | — | Vests in full on 10/1/2024; forfeiture if voluntary termination before that date |
Vesting value realized (2024):
- RSUs vested: 61,458 shares; value realized $126,103 (closing price on vest dates × shares) .
Outstanding equity (selected, as of Dec 31, 2024 reporting in 2025 proxy):
- Options (examples): 98,438 exercisable; 14,062 unexercisable at $16.98; 30,938 exercisable; 14,062 unexercisable at $6.28; 70,547 exercisable; 90,703 unexercisable at $6.06; 42,188 exercisable; 182,812 unexercisable at $3.02 .
- RSUs not vested: 5,000; 26,875; 50,000 (various grants) .
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Apr 15, 2025 | 403,609 | <1% (*) | Includes shares acquirable within 60 days by options/RSUs |
| Apr 15, 2024 | 201,545 | <1% (*) | — |
| Apr 10, 2023 | 104,661 | <1% (*) | — |
Stock ownership guidelines:
- Executives must hold equity worth ≥1× base salary; newly appointed executives have 5 years; annual compliance determination June 30; current cycle expects compliance by June 30, 2028 .
Hedging/pledging:
- Company policy prohibits hedging, short sales, options, and pledging/margin accounts; pre-clearance required for trades .
Employment Terms
| Scenario | Cash Severance | COBRA Premiums | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination other than for Disqualifying Conduct / resignation for Good Reason (no CIC) | 341,250 | 19,749 | — | 360,999 |
| Same, on/within 12 months post Change in Control | 637,000 | 26,332 | 548,425 | 1,211,756 |
Key terms:
- Standard severance: 9 months salary plus company share of COBRA premiums (ex-CEO terms for Carvajal) .
- Change-in-control (double trigger): 12 months salary + 1× target bonus; COBRA for 12 months; full vesting of outstanding equity awards upon qualifying termination .
- Severance contingent on release of claims and compliance with non-disclosure, non-compete (generally 12 months), and non-solicit .
- No single-trigger CIC benefits; clawback policy compliant with Nasdaq Rule 5608 (applies to incentive-based comp tied to financial reporting measures) .
Performance & Track Record
- Company highlights (2024–early 2025) included positive initial Phase 1 data for Emi‑Le and resumption of XMT‑2056 dose escalation; corporate goal achievement for 2024 set at 85/100 base points .
- Pay-versus-performance perspective: Mersana emphasizes operational goals (not TSR) in compensation; TSR index fell to $40.49 (2023) vs peer group $118.87; net losses (in millions) were $(171.7) in 2023, $(204.2) in 2022, $(170.1) in 2021, $(88.0) in 2020 .
Compensation Structure Analysis
- Mix shift: Majority of compensation delivered via long-term equity (stock options ~75% of value; RSUs ~25%), with multi-year vesting—aligns pay with long-term outcomes and retention .
- Annual bonus governance: Committee applied downward discretion and capped individual components at 100% to align payouts with corporate performance shortfalls; Carvajal’s 2024 payout was 88.75% of target .
- Ownership and clawbacks: Stock ownership guidelines and a broad clawback policy reduce misalignment and recoupment risk on restatements tied to financial measures .
- No hedging/pledging and no tax gross-ups; no single-trigger CIC—shareholder-friendly practices .
Investment Implications
- Alignment: Multi-year vesting, prohibition on hedging/pledging, and ownership guidelines support long-term alignment; double-trigger CIC with full equity acceleration introduces potential retention incentives but may lead to event-driven realizations .
- Insider selling pressure: 2024 RSU vesting delivered $126,103 in value; option exercises were zero—monitor scheduled RSU vesting dates and potential liquidity events (e.g., change-in-control) for supply signals .
- Retention risk: Standard severance (9 months salary) and CIC protections (12 months salary + 1× target bonus, accelerated vesting) are competitive; non-compete/non-solicit for ~12 months post-termination mitigates near-term transition risk .
- Company execution risk persists given pre-commercial status and historical net losses/TSR declines; bonus outcomes tied to clinical and pipeline milestones rather than financial metrics—investors should track clinical catalysts influencing incentive payouts and equity realizations .