Mohan Bala
Mersana TherapeuticsAbout Mohan Bala
Senior Vice President, Chief Development Officer at Mersana Therapeutics since September 2023; previously SVP, Strategic Product Planning & Program Leadership (Oct 2021–Sep 2023). Age 60; education includes B.Tech (IIT Madras), MBA and Ph.D. in management science (University of Chicago) . Mersana is pre-commercial; key performance context uses operational goals rather than revenue/EBITDA. Pay-versus-performance disclosure reports cumulative TSR value of $24.96 at year-end 2024 and net loss of $(69.2) million for FY2024 . 2024 corporate goals achievement was assessed at 85/100 base points, reflecting progress on Emi‑Le Phase 1 (positive initial data, Fast Track expansion) and restarted XMT‑2056 Phase 1 dose escalation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mersana Therapeutics | SVP, Chief Development Officer | Sep 2023–Present | Oversees development; during 2024/early 2025, company advanced Emi‑Le Phase 1 with positive initial data and initiated TNBC expansion; restarted XMT‑2056 Phase 1 dose escalation . |
| Mersana Therapeutics | SVP, Strategic Product Planning & Program Leadership | Oct 2021–Sep 2023 | Led product planning/program leadership during transition to current CEO; aligns development programs to corporate objectives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constellation Pharmaceuticals | Chief Operating Officer | Nov 2020–Sep 2021 | Operational leadership at oncology biotech . |
| Constellation Pharmaceuticals | SVP, Program Leadership | Nov 2019–Nov 2020 | Program execution across portfolio . |
| TESARO (GSK) | VP, Development Program Lead, Immuno‑Oncology; earlier VP, Product Value | 2018–2019 (DPL); earlier Product Value | Led immuno‑oncology program strategy; prior commercial/value leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 430,500 | 470,000 (+9.2%) |
Performance Compensation
Annual Cash Bonus – 2024
| Component | Weighting | Target | Actual | Payout ($) |
|---|---|---|---|---|
| Corporate Performance | 75% | 100% of corporate base points | 85% achieved base points | — |
| Individual Performance | 25% | Up to 130% of individual portion | 110% assessed; capped at 100% for alignment | — |
| Bonus Result | — | 40% of base salary | Effective 88.75% of target | 166,850 |
- Target bonus percentage for SVP-level executives: 40% of base salary .
- Committee exercised downward discretion to cap individual achievement at 100% for 2024 .
Corporate Goal Structure – 2024
| Goal Category | Potential Base Points | Actual Base Points |
|---|---|---|
| Emi‑Le Phase 1 advancement & strategic planning | 50 | 45 |
| XMT‑2056 Phase 1 re‑initiation & advancement | 25 | 22 |
| Collaborations & preclinical platform support | 10 | 8 |
| Balance sheet strength | 10 | 5 |
| Organization strength | 5 | 5 |
| Total | 100 | 85 |
Equity Awards – January 15, 2024 (Annual Grants)
| Instrument | Shares/Units | Grant‑Date Fair Value ($) | Exercise Price | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | 262,500 | 682,920 | $3.02/share | Equal quarterly over 4 years from 1/15/2024, subject to service . |
| RSUs | 58,333 | 176,166 | — | 4 equal annual installments starting first anniversary, subject to service . |
Stock Vested in 2024
| Metric | 2024 |
|---|---|
| RSUs vested (#) | 65,000 |
| Value realized on vesting ($) | 129,800 |
Outstanding Equity Awards (FY‑End 2024)
| Options (Exercisable / Unexercisable) | Exercise Price | Expiration |
|---|---|---|
| 84,375 / 28,125 | $8.63 | 10/24/2031 |
| 68,906 / 88,594 | $6.06 | 1/12/2033 |
| 49,219 / 213,281 | $3.02 | 1/14/2034 |
| Unvested RSUs (#) | Market Value ($) |
|---|---|
| 6,250 | 8,938 |
| 26,250 | 37,538 |
| 58,333 | 83,416 |
Equity Ownership & Alignment
- Beneficial ownership (as of April 15, 2025): 68,872 common shares; options exercisable (or within 60 days) to purchase 286,640 shares .
- Stock ownership guidelines: executives must hold equity worth at least 1× base salary; compliance assessed annually on June 30; newly appointed have 5 years to comply .
- Hedging/pledging: Company policy prohibits short sales, hedging transactions, and pledging/margin accounts; trading requires pre‑clearance and window compliance .
Employment Terms
| Item | Terms |
|---|---|
| Employment | At‑will under letter agreement; standard nondisclosure/noncompetition/IP assignment . |
| Target bonus | 40% of base salary for 2024 . |
| Non‑compete / Non‑solicit | Restrictive covenants generally survive 12 months post‑termination; nondisclosure survives indefinitely . |
| Severance (no CIC) | 9 months’ base salary ($352,500) + Company‑paid portion of COBRA ($19,749) . |
| Severance (double‑trigger CIC within 12 months) | Lump sum: 12 months’ base ($470,000) + target bonus (1×; $188,000) = $658,000; COBRA ($26,332); full vesting of outstanding equity at termination; total illustrative value $1,286,123 (incl. $601,791 accelerated equity) . |
| Clawback | Nasdaq‑compliant clawback policy for incentive compensation upon restatement; potential recovery of excess incentive comp; enhanced recovery for misconduct/fraud . |
Change‑of‑Control Transaction (Pending)
- Day One Biopharmaceuticals agreed to acquire Mersana via tender offer for $25.00/share plus CVR; closing expected by end of January 2026, subject to customary conditions; officers/directors and certain holders (≈8.5% aggregate) signed tender/support agreements .
- Merger agreement contemplates cash payment of Upfront Consideration to holders of Company Shares, “Cash‑Out Options,” and “Company RSU Awards” via a paying agent at closing (subject to tax withholding) .
- Agreement includes Section 16(b) exemption mechanics and typical D&O indemnification .
Performance & Track Record
- 2024/early 2025 operating highlights: positive initial Emi‑Le Phase 1 data (Dec 13, 2024 cut), initiation of TNBC dose‑expansion cohort; FDA granted additional Fast Track designation for Emi‑Le in HER2‑low/negative breast cancer (including TNBC) with prior topo‑1 ADC; XMT‑2056 Phase 1 restarted and advanced in 2024; collaboration milestones with J&J and Merck KGaA .
- Pay‑versus‑performance: TSR $24.96 (end‑2019 base of $100) in 2024; peer NASDAQ Biotechnology Index $118.20; net loss $(69.2)m (2024). Company does not utilize TSR or net income for executive compensation but ties annual cash incentives to operational corporate goals .
- Say‑on‑pay support: ~99% approval at 2024 annual meeting (for 2023 pay program) .
Investment Implications
- Alignment: 2024 equity mix (options ~75%, RSUs ~25%) with multi‑year vesting supports retention and long‑term value focus; stock ownership guidelines and anti‑hedging/pledging enhance alignment .
- Retention risk: Double‑trigger CIC severance (12 months base + 1× target bonus, COBRA, full equity vesting) provides protection; pending Day One transaction likely monetizes time‑based awards at closing, then severance applies only upon qualifying termination within 12 months post‑CIC .
- Trading signals/overhang: RSUs vest annually and options vest quarterly, creating predictable supply; 2024 RSU vesting of 65,000 shares realized $129,800; policy prohibits hedging/pledging, mitigating adverse signals .
- Pay‑for‑performance: 2024 bonus outcome (88.75% of target) mirrors 85/100 corporate base points and capped individual achievement, demonstrating committee discretion to align pay with outcomes .