Timothy Lowinger
Mersana TherapeuticsAbout Timothy Lowinger
Timothy B. Lowinger, Ph.D., is Senior Vice President and Chief Science & Technology Officer at Mersana (MRSN), a role he has held since August 2019 after serving as SVP, Chief Scientific Officer since February 2008; he is 61 and holds a B.Sc. (Hons.) in chemistry and a Ph.D. in synthetic organic chemistry from the University of British Columbia . Mersana is a pre‑commercial oncology ADC developer that reported no product sales and has not reached profitability in the periods presented; the company does not use TSR in its executive compensation program, focusing instead on operational goals (e.g., clinical advancement and platform milestones) . In 2024, stockholders showed strong support for executive pay (≈99% “for” on say‑on‑pay), and Mersana maintains prohibitions on hedging/pledging and has stock ownership guidelines for executives (1x base salary, RSUs count) with a compliance horizon of June 30, 2028 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mersana Therapeutics | SVP, Chief Science & Technology Officer | 2019–Present | Executive leadership over science and technology for ADC platforms and pipeline |
| Mersana Therapeutics | SVP, Chief Scientific Officer | 2008–2019 | Scientific leadership during platform buildout and early program evolution |
External Roles
- No external public company board roles or outside executive positions disclosed for Dr. Lowinger in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,036 | 470,063 | 485,000 |
| Target Bonus % of Salary | — | — | 40% |
Performance Compensation
Annual Bonus Structure and 2024 Outcome
| Component | Weighting | Target Basis | Actual Achievement | Payout vs Target |
|---|---|---|---|---|
| Corporate goals | 75% | 40% of salary | 85% (base points; no stretch) | Contributes 63.75% of target |
| Individual goals | 25% | 40% of salary | 100% (capped) | Contributes 25.00% of target |
| Total bonus payout | — | — | — | 88.75% of target; paid $172,175 |
2024 corporate goals centered on: (i) advancing the Emi‑Le (B7‑H4) Phase 1 program, (ii) re‑initiating and advancing the XMT‑2056 (HER2‑STING) Phase 1, (iii) platform/collaboration support, (iv) balance sheet and (v) organization; the Compensation Committee scored 85/100 base points (no stretch) .
Equity Awards (2024 grants)
| Award Type | Grant Date | Shares/Options | Exercise Price or Grant Date FV | Vesting |
|---|---|---|---|---|
| Stock options | Jan 15, 2024 | 225,000 | $3.02 per share | Quarterly over 4 years from 1/15/2024 |
| RSUs | Jan 15, 2024 | 50,000 | $151,000 FV (ASC 718) | 25% annually over 4 years from 1/15/2024 |
| Options FV (ASC 718) | Jan 15, 2024 | — | $585,360 | As above |
Summary Compensation (3 years)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 450,036 | 470,063 | 485,000 |
| Stock Awards (RSUs) ($) | 120,369 | 284,250 | 151,000 |
| Option Awards ($) | 394,197 | 817,290 | 585,360 |
| Non‑Equity Incentive ($) | 209,267 | 110,465 | 172,175 |
| All Other Comp ($) | 7,000 | 7,000 | 7,000 |
| Total ($) | 1,180,869 | 1,689,068 | 1,400,535 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 974,402 shares; <1% of outstanding |
| Direct shares owned | 257,673 shares |
| Options exercisable within 60 days (as of 4/15/2025) | 716,729 shares |
| Unvested RSUs at 12/31/2024 | 7,291 (1/15/2021 grant); 9,583 (1/14/2022); 28,125 (1/13/2023); 50,000 (1/15/2024) |
| In‑the‑money status (12/31/2024) | Year‑end price $1.43; outstanding option strikes range ~$1.53–$21.09, indicating no intrinsic value at year‑end |
| Stock ownership guidelines | Executives: ≥1x base salary; RSUs (vested/unvested) count; compliance assessed annually; 5‑year horizon to 6/30/2028; status not disclosed |
| Hedging/pledging | Prohibited, including margin pledges |
| Trading windows/pre‑clearance | Window policy; pre‑clearance required |
Selected outstanding awards at 12/31/2024 include options exercisable/unexercisable such as: 42,188/182,812 @ $3.02 expiring 1/14/2034; 73,828/94,922 @ $6.06 expiring 1/12/2033; 59,296/26,954 @ $6.28 expiring 1/13/2032; 123,046/8,204 @ $21.09 expiring 1/14/2031 .
Administrative note: Due to delays from the equity plan administrator, an RSU vest and a tax‑cover sale Form 4 for Dr. Lowinger were filed late (one transaction each) in 2024 .
Employment Terms
| Provision | Base Case Termination (without Cause/for Good Reason) | Change‑in‑Control (CIC) + Qualifying Termination (within 12 months) |
|---|---|---|
| Cash severance | 9 months base salary; $363,750 (as of 12/31/2024) | 12 months base salary + 1x target bonus; $679,000 cash (as of 12/31/2024) |
| COBRA subsidy | 9 months; $19,749 (est.) | 12 months; $26,332 (est.) |
| Equity vesting | No acceleration | Full acceleration of unvested equity upon termination (double‑trigger) |
| Illustrative total (12/31/2024) | $383,499 (cash + COBRA) | $1,288,616 (cash + COBRA + $583,284 accelerated equity) |
| Employment nature | At‑will; letter agreement governs | |
| Restrictive covenants | Non‑compete and non‑solicit generally 12 months; confidentiality survives indefinitely | |
| Clawback | Nasdaq‑compliant policy (Oct 2, 2023) covering cash/equity incentive compensation tied to financial measures for three prior fiscal years; misconduct expansion possible |
Investment Implications
- Pay-for-performance alignment is operational: 2024 bonuses tied to clinical/platform goals with 85% corporate achievement; executives (non‑CEO) had payouts capped at 100% for the individual component, resulting in an 88.75% target payout for Dr. Lowinger ($172,175), signaling disciplined calibration in a non‑revenue, R&D‑stage context .
- Retention and monetization dynamics: Equity mix is option‑heavy (≈75% options/25% RSUs for annual grants), but as of 12/31/2024 essentially all outstanding options were out‑of‑the‑money (strikes ≥$1.53 vs $1.43 stock), placing greater near‑term value on RSUs and future grant cadence for retention .
- Alignment and risk controls: Ownership guidelines (1x salary), prohibitions on hedging/pledging, window/pre‑clearance trading, and a robust clawback reduce misalignment and governance risk; no tax gross‑ups or single‑trigger vesting are allowed, and CIC protection is double‑trigger with full acceleration, which can create equity supply upon a transaction but mitigates windfalls absent a termination .
- Ownership/skin in the game: Beneficial ownership is 974,402 shares (<1% of outstanding), including 716,729 options exercisable within 60 days; unvested RSUs (≈95k across 2021–2024 grants) vest over the next one to three years, supporting retention through milestone periods .
- Compliance and disclosure: A late Section 16(a) filing (one transaction) due to third‑party admin delays is noted; otherwise, policies and committee oversight (independent consultant Pearl Meyer) reflect standard small/mid‑cap biotech practices .
Company performance context: Mersana’s pay program does not use TSR, and the firm is pre‑commercial with historical net losses; the 2024 year‑end value of $100 invested at end‑2019 was $24.96 for MRSN (vs. $118.20 for the Nasdaq Biotech Index), underscoring the importance of pipeline execution and cash runway to value creation during Dr. Lowinger’s continuing tenure .