Martin Huber
Mersana TherapeuticsAbout Martin Huber
Martin Huber, M.D. is President & CEO of Mersana Therapeutics and a director since April 2020; he became CEO on September 11, 2023. He is 65, holds a B.S. in Biology (Texas Lutheran College) and an M.D. (Baylor College of Medicine), and serves on the board of Syndax Pharmaceuticals. As a pre‑commercial biotech, Mersana does not use revenue/EBITDA as pay metrics; pay-versus-performance disclosure shows 2024 TSR of 24.96 (year-end value of $100 invested since 12/31/2019) and a 2024 net loss of $69.2M. Governance separates the CEO and independent Board Chair roles, with David Mott as Chair.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Xilio Therapeutics | President & Head of R&D (2022–2023); President of R&D (2021–2022); Chief Medical Officer (2020–2022) | 2020–2023 | Led R&D and clinical strategy at an oncology biotech, informing clinical goal-setting at Mersana. |
| TESARO (acquired by GSK) | SVP, Chief Medical Officer | 2015–2019 | Oversaw oncology development; post‑acquisition served as SVP, Clinical at GSK (2019–2020). |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Syndax Pharmaceuticals | Director | 2021–present | Independent public biotech directorship. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 194,311 | 632,500 |
| Target Bonus (% of Salary) | 60% (CEO policy) | 60% (CEO policy) |
| Actual Cash Bonus ($) | 110,466 | 322,575 |
| All Other Compensation ($) | 282,733 (includes 2023 director-related items pre-CEO) | 7,000 (401k match) |
| Total Compensation ($) | 2,601,249 | 1,613,754 |
Notes:
- 2024 base salary set at $632,500 (1.2% y/y increase from 2023 new-hire rate).
Performance Compensation
Annual Incentive Plan – 2024
| Metric/Goal | Weight (Base Points) | Actual (Base Points) | Payout Mechanics | Result |
|---|---|---|---|---|
| Advance Emi‑Le (B7‑H4 ADC) Phase 1 and related strategic planning | 50 | 45 | CEO bonus = 100% corporate weighting; corporate achievement linearly maps to payout; max stretch 125% | 85% of target from corporate goals (no stretch achieved) |
| Re‑initiate/advance XMT‑2056 Phase 1 | 25 | 22 | Same as above | |
| Collaborations/platform advancement | 10 | 8 | Same as above | |
| Balance sheet objectives | 10 | 5 | Same as above | |
| Organization build | 5 | 5 | Same as above | |
| Total | 100 | 85 | CEO payout capped by corporate result | 85% corporate achievement; CEO bonus paid $322,575 |
Long‑Term Equity – 2024 and Outstanding Awards
| Grant Date | Instrument | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Jan 15, 2024 | Stock Options | 199,125 | $3.02 | Equal quarterly installments over 4 years, subject to service | 1/14/2034 (per plan 10-year; outstanding table shows tranche expiring 1/14/2034) |
| Jan 15, 2024 | RSUs | 44,250 | n/a | 25% annually over 4 years from grant anniversary | n/a |
| Sep 10, 2023 | Stock Options | 1,000,000 total (312,500 exercisable; 687,500 unexercisable as of 12/31/24) | $1.32 | Service-vesting; status shown as of 12/31/24 | 9/10/2033 |
Option/RSU settlement in 2024: 166,750 RSUs vested for value realized of $295,148; Huber had no option exercises in 2024. (Value realized reflects vesting, not necessarily sales.)
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 839,751 shares; <1% of outstanding (124,631,339 shares outstanding as of 4/15/2025) |
| Stock Ownership Guidelines | CEO must hold ≥3x base salary in company equity; five years to comply (deadline June 30, 2028 for incumbents and for Huber based on his 2023 start) |
| Hedging/Pledging | Prohibited for directors/officers; pre‑clearance and trading window policy apply |
| Outstanding Unvested RSUs (12/31/24) | 500,250 units (market value $715,358) plus 44,250 2024 grant unvested |
| Options In‑the‑Money/Exercisability (12/31/24) | Major tranches include: 312,500 options exercisable @ $1.32 (exp. 9/10/2033) and 37,336 options exercisable @ $3.02 (exp. 1/14/2034); additional smaller legacy tranches disclosed |
Implication: Multi‑year RSU and option vesting schedules create periodic taxable events and potential 10b5‑1 selling to cover taxes, though hedging/pledging are prohibited.
Employment Terms
| Term | Summary |
|---|---|
| Employment | At‑will under letter agreement; CEO since 9/11/2023 |
| Severance (no CIC) | 12 months base salary + up to 12 months COBRA subsidy upon termination without cause/for good reason |
| CIC Double‑Trigger | If terminated without cause/for good reason within 12 months post‑CIC: lump sum of 18 months base salary + 1.5x target bonus; 18 months COBRA subsidy; full vesting of all equity awards |
| Non‑compete/Non‑solicit | Standard NDA, non‑compete, and non‑solicit; non‑compete/non‑solicit generally 12 months post‑termination; severance contingent on release and covenant compliance |
As of 12/31/2024, estimated CEO payout values:
- Termination without cause/for good reason (no CIC): $632,500 cash + $19,881 COBRA; no equity acceleration (total $652,381).
- Double‑trigger CIC: $1,012,000 cash + $29,822 COBRA + $1,993,118 equity acceleration (total $3,034,940).
Board Governance
- Role: Executive Director (Class I); not independent under Nasdaq due to CEO role.
- Board leadership: Independent Chair (David Mott); CEO and Chair roles separated.
- Committees: All standing committees (Audit, Compensation, Nominating & Governance) comprise independent directors; Huber (management) is not on committees.
- Attendance: The Board met 10 times in 2024; all directors attended ≥75% of Board/committee meetings.
- Director compensation: As CEO, Huber received no separate director fees in 2024.
Board committee chairs and relevant members (context for governance quality):
- Audit: Chair Lawrence Alleva; members Willard Dere and Allene Diaz.
- Compensation: Chair David Mott; members Allene Diaz and Kristen Hege.
- Nominating & Governance: Chair Willard Dere; members Lawrence Alleva and Kristen Hege.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~99% approval for compensation covering 2023 NEO pay; Compensation Committee maintained program approach for 2024 in light of strong support.
Related Party Transactions and Risk Indicators
- Related party transactions: None disclosed involving Huber. (EcoR1 warrant exchange disclosed; not attributable to Huber.)
- Clawback policy: Amended in 2023 to meet Nasdaq 5608; covers cash and equity incentive comp for 3 years preceding any required restatement; additional misconduct recovery provisions.
- Hedging/pledging: Prohibited.
- Tax gross‑ups: None.
- Option repricing: Not disclosed.
- Retention risk: Company cites reliance on Huber and other senior leaders, significant prior RIFs, competitive Boston market, and absence of “key person” insurance.
M&A Overlay (Potential Change‑of‑Control)
- On November 12–13, 2025, Mersana agreed to be acquired by Day One Biopharmaceuticals for $25.00 cash per share plus CVRs up to $30.25 per share; Huber signed the merger agreement on behalf of Mersana. Closing expected by end of January 2026 (tender offer then merger).
- Implications: If the transaction closes and Huber experiences a qualifying termination within 12 months, double‑trigger CIC benefits would apply (see Employment Terms).
Compensation Structure Analysis
- Cash vs equity mix: Majority of compensation delivered via long‑term equity (options ~75% value; RSUs ~25%) with multi‑year vesting; aligns with long drug development cycles.
- Shift in 2024 awards: CEO’s 2024 annual equity award was adjusted for partial‑year service given a significant 2023 new‑hire equity package.
- Performance metrics: Annual bonus tied to operational goals (clinical advancement, collaborations, balance sheet, org build) rather than TSR or profitability; 2024 corporate result = 85/100, no stretch goals achieved.
- Governance features: No single‑trigger CIC; robust clawback; ownership guidelines; no hedging/pledging; no tax gross‑ups.
Equity and Outstanding Awards (Detail as of 12/31/2024)
| Category | Detail |
|---|---|
| Options (selected tranches) | 312,500 exercisable / 687,500 unexercisable @ $1.32 (exp. 9/10/2033); 37,336 exercisable / 161,789 unexercisable @ $3.02 (exp. 1/14/2034); numerous small legacy option lots detailed in proxy table. |
| RSUs Unvested | 500,250 units (market value $715,358) plus 44,250 (2024 grant) unvested; total counts and values disclosed. |
| 2024 Vesting Activity | 166,750 RSUs vested; $295,148 value realized; no option exercises. |
Performance & Track Record Highlights Under Huber
- Announced positive initial Phase 1 data for Emi‑Le (B7‑H4 ADC) and initiated dose expansion; additional FDA Fast Track designation in January 2025.
- Re‑started and advanced XMT‑2056 Phase 1 after 2023 clinical hold resolution; continued collaborator milestone progress (J&J; Merck KGaA).
- 2024 pay-versus-performance: TSR metric reported for disclosure only (not used in plan); Mersana TSR 24.96 in 2024; net loss $(69.2)M.
Employment Terms (Quantitative Summary)
| Scenario (as of 12/31/2024) | Cash Severance ($) | COBRA ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CIC) | 632,500 | 19,881 | — | 652,381 |
| Double‑Trigger CIC (within 12 months post‑CIC) | 1,012,000 | 29,822 | 1,993,118 | 3,034,940 |
Investment Implications
- Alignment and retention: Multi‑year equity mix, ownership guidelines (3x salary), and double‑trigger CIC structure reduce misalignment risk; no hedging/pledging and a robust clawback are shareholder‑friendly.
- Near‑term catalyst: Pending Day One acquisition (cash + sizable CVR package) could trigger double‑trigger CIC economics and full acceleration upon qualifying termination, a potential overhang/flow event for insider holdings around deal close and first post‑close year.
- Execution risk: 2024 bonus outcomes (85% corporate) reflect partial goal achievement; progress on Emi‑Le and XMT‑2056 supports the strategic case, but the company remains pre‑commercial with historical net losses, underscoring dependence on clinical/regulatory milestones.
- Governance quality: Independent Chair, fully independent committees, strong say‑on‑pay (~99% support in 2024), no single‑trigger CIC or tax gross‑ups—these reduce governance red flags.