Brian DeSchuytner
Mersana TherapeuticsAbout Brian DeSchuytner
Brian DeSchuytner, age 47, is Senior Vice President, Chief Operating Officer and Chief Financial Officer of Mersana Therapeutics; he has served as CFO since October 2021 and assumed the dual COO/CFO role in September 2023, having joined Mersana in July 2019 after senior commercial roles at TESARO and Takeda Oncology; he holds a B.A. in biophysical chemistry from Dartmouth College and an M.B.A. from Wharton . Mersana is pre‑commercial; TSR is not used in its executive compensation program, and for 2024 the company reported a net loss of $69.2 million and cumulative value of $100 invested since 12/31/2019 of $24.96 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mersana Therapeutics | SVP, Finance & Product Strategy (principal financial officer) | Jul 2019–Oct 2021 | Led finance/product strategy; succeeded outgoing CFO; received initial equity and severance terms . |
| Mersana Therapeutics | SVP, Chief Financial Officer | Oct 2021–Sep 2023 | Oversaw finance; member of executive team . |
| Mersana Therapeutics | SVP, Chief Operating Officer & Chief Financial Officer | Sep 2023–present | Expanded operational remit while retaining CFO role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TESARO | Vice President, ZEJULA Commercial | Jan 2017–Jun 2019 | Led commercialization of niraparib (ZEJULA) . |
| Takeda Oncology (Millennium Pharmaceuticals) | Vice President, NINLARO Global Brand Head | Not disclosed | Led global launch for ixazomib; earlier corporate development/strategy roles . |
| Novartis | Corporate development/strategy roles | Not disclosed | Strategy leadership in life sciences . |
| L.E.K. Consulting | Leader in life sciences practice | Not disclosed | Strategy consulting experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 421,303 | 444,475 | 500,000 |
| Target Bonus (%) | 40% (Bonus Plan executives) | 40% | 40% |
| Actual Bonus Paid ($) | 198,012 | 115,564 | 177,500 |
| All Other Compensation ($) | 7,000 | 7,000 | 7,000 |
2024 base salary increases versus 2023: DeSchuytner +12.5% ($444,475 → $500,000) per Compensation Committee review against the 2024 peer group .
Performance Compensation
Annual Bonus Structure and 2024 Outcomes
| Item | Detail |
|---|---|
| Bonus weighting | 75% corporate goals / 25% individual goals for executives other than CEO . |
| Target bonus ($) | $200,000 for 2024 (40% of $500,000 salary) . |
| Maximum opportunity | Up to 126.25% for non‑CEO executives (corporate stretch + individual factor) . |
| 2024 corporate goals and outcomes | Clinical advancement (45/50 points), XMT‑2056 (22/25), pipeline/collaborations (8/10), balance sheet (5/10), organization (5/5); total 85/100 base points; no stretch achieved . |
| Actual bonus paid ($) | $177,500 for 2024 . |
| Vesting/Timing | Annual cash bonus determined/approved in January following year end . |
Equity Awards (January 15, 2024 Grants)
| Instrument | Shares/Units | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Stock Options | 262,500 | $3.02 | 682,920 | Equal quarterly installments over 4 years from Jan 15, 2024 . |
| RSUs | 58,333 | — | 176,166 | 4 equal annual installments beginning Jan 15, 2025 . |
Equity mix targets: ~75% options / ~25% RSUs for executives (to tie incremental upside to stock performance while promoting retention) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Brian DeSchuytner | 837,408 | <1% (*) | 121,393 shares held + 716,015 options exercisable within 60 days . |
Shares outstanding as of April 15, 2025: 124,631,339 .
Outstanding Equity Awards Snapshot (as of Dec 31, 2024)
| Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Option | 240,000 | — | $3.99 | 7/9/2029 | — |
| Stock Option | 71,250 | — | $6.16 | 1/14/2030 | — |
| Stock Option | 105,468 | 7,032 | $21.09 | 1/14/2031 | 2021 grant vested through 1/15/2025 . |
| Stock Option | 77,343 | 35,157 | $6.28 | 1/13/2032 | 2022 grant vests through 1/14/2026 . |
| Stock Option | 78,750 | 101,250 | $6.06 | 1/12/2033 | 2023 grant vests through 1/13/2027 . |
| Stock Option | 49,219 | 213,281 | $3.02 | 1/14/2034 | 2024 grant vests through 1/15/2028 . |
| RSUs (unvested) | — | 6,250 | — | — | 2021 RSUs; MV $8,938 @ $1.43 close . |
| RSUs (unvested) | — | 12,500 | — | — | 2022 RSUs; MV $17,875 . |
| RSUs (unvested) | — | 30,000 | — | — | 2023 RSUs; MV $42,900 . |
| RSUs (unvested) | — | 58,333 | — | — | 2024 RSUs; MV $83,416 . |
Stock ownership guidelines: executives must hold equity worth at least 1× base salary; compliance assessed annually on June 30; 5 years to reach compliance (existing executives by June 30, 2028); unexercised options do not count; RSUs count (vested and unvested) . Hedging and pledging are prohibited; covered persons must seek pre‑clearance and trade in prescribed windows .
Employment Terms
| Provision | Standard Termination (without cause / for good reason) | Change-in-Control Termination (within 12 months) |
|---|---|---|
| Cash severance | 9 months of base salary | 12 months of base salary + 1× target annual bonus . |
| COBRA premiums | Company‑paid portion for 9 months | Company‑paid portion for 12 months . |
| Equity vesting | No acceleration | Full acceleration of outstanding equity awards immediately prior to termination . |
| Triggers | Double‑trigger (termination plus CIC); no single‑trigger benefits . | |
| Conditions | Release of claims; compliance with restrictive covenants . | |
| Restrictive covenants | Non‑competition and non‑solicit generally survive 12 months; nondisclosure survives indefinitely . |
Initial employment agreement (June 10, 2019): base salary at least $380,000; eligible for annual bonus targeted at 40% of base salary; initial option grant for 240,000 shares with 1‑year cliff then quarterly vesting over 3 years; severance of 9 months’ salary and Company‑paid portion of COBRA upon termination without cause/for good reason .
Clawback policy: amended Oct 2, 2023 to comply with Nasdaq Rule 5608; applies to cash and equity incentive compensation tied to financial reporting measures; 3‑year look‑back; enhanced recovery if intentional misconduct causing restatement .
Compensation Structure and Peer Benchmarking
- Base salaries target the 50th percentile of the peer group; individual variances reflect experience, scope and performance .
- 2024 Peer Group (selected Sept 2023) and 2025 Peer Group (updated Sept 2024) focus on oncology biotechs with similar market cap and stage; Pearl Meyer is the independent consultant (services include peer data, pay structure, equity utilization) .
- Majority of compensation delivered via multi‑year equity awards (options and RSUs) to align with long‑term drug development timelines; annual awards typically approved mid‑January; new‑hire/promotion grants follow standard cadence; no timing around MNPI and no SARs granted .
Related Policies, Compliance, and Signals
- No hedging or pledging; no tax gross‑ups; no single‑trigger CIC vesting; robust clawback; ownership guidelines in place .
- Section 16(a) late filings in 2024: one late report for RSU vesting and tax‑cover sales for DeSchuytner (and several other officers) due to administrator delays .
- Reverse stock split proposal would proportionately adjust outstanding options/RSUs (share counts down; option exercise prices up), preserving economic equivalence; fractional shares settled in cash .
Investment Implications
- Alignment: Pay mix is heavily equity‑based (options and RSUs), with 2024 annual equity grants of 262,500 options at $3.02 and 58,333 RSUs; RSUs vest annually through 2028, creating predictable share delivery; options vest quarterly through 2028, tying incremental upside to share performance .
- Selling pressure: As of 12/31/2024, DeSchuytner held unvested RSUs totaling 106,083 units (2021–2024 grants) valued using $1.43 close; these annual vesting events and routine tax‑withholding sales could contribute to periodic supply; options struck at $3.99, $6.16, $21.09, $6.28, $6.06, $3.02 were out of the money versus $1.43 at year‑end, limiting near‑term exercise‑driven selling .
- Retention risk: Standard severance (9 months) and CIC terms (12 months + 1× bonus with full acceleration) plus ownership guidelines and prohibited pledging/hedging reduce misalignment; RSUs provide retention value over four years .
- Performance linkage: Annual bonuses are tied to operational corporate goals; 2024 corporate achievement was 85 of 100 base points (no stretch) and his actual bonus was $177,500 vs $200,000 target, indicating measured payout aligned to mixed goal attainment .
- Governance quality: Independent consultant (Pearl Meyer), no special perqs or gross‑ups, and comprehensive clawback suggest shareholder‑friendly practices; minor Section 16 timing issues were administrative .
- Structural adjustments: If a reverse split is implemented, options/RSUs will be proportionately adjusted, potentially moderating visible share issuance but not altering economic value; monitor Board action and effective ratio .