Fabian Zohren, M.D., Ph.D.
About Fabian Zohren, M.D., Ph.D.
Fabian Zohren, 49, has served as Chief Medical Officer (CMO) of Merus since July 2024. He holds a Medical Degree and Ph.D. from the University of Düsseldorf and was a research scholar at Baylor College of Medicine’s Center for Cell and Gene Therapy . Prior to Merus, he was CMO at ImmunoGen (Nov 2023–May 2024) and led Pfizer’s global clinical development for prostate cancer and DNA repair (2017–2023), overseeing >8,000 treated patients and eight global phase 3 registrational studies; earlier, he was Senior Medical Director/Early Clinical Development Leader at Millennium/Takeda since 2012 . Company TSR (CAP framework) rose to a $298.65 year-end value of $100 invested on 12/31/2019 vs. $118.20 for the NASDAQ Biotech Index in 2024, while Merus posted a 2024 net loss of $215.3M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ImmunoGen | Chief Medical Officer | Nov 2023–May 2024 | Led CMO function through AbbVie acquisition and supported post-deal transition |
| Pfizer | Global Clinical Development Leader (prostate cancer & DNA repair); earlier Senior Medical Director | 2017–2023 | Oversaw >8,000 treated patients and 8 global phase 3 registrational studies for Xtandi (enzalutamide) and Talzenna (talazoparib) |
| Millennium Pharmaceuticals/Takeda | Senior Medical Director & Early Clinical Development Leader (Cell Signaling Franchise) | 2012–2017 | Early clinical leadership prior to joining Pfizer in 2017 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Baylor College of Medicine – Center for Cell and Gene Therapy | Research Scholar | Not disclosed | Academic research appointment |
Fixed Compensation
| Year | Base Salary (Annual) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | $503,000 | 40% | $201,200 | $129,271 (prorated 58.3% for partial-year) |
Notes:
- 2024 Summary Compensation Table shows salary actually paid of $251,500 due to mid-year start; non-equity incentive plan comp paid was $129,271; all other comp $5,659 .
Performance Compensation
| Component | Metric/Objective | Weighting | Target | Actual/Achievement | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Corporate Bonus | Company performance objectives (pipeline advancement, BD/commercial preparedness, G&A goals) | 70% | 100% of target | 130% achieved | Included in $129,271 paid | Annual cash bonus (prorated 58.3% for 2024) |
| Individual Bonus | - Initiate/enroll petosemtamab phase 3 (1L and 2/3L) at/above targets (50%) - Ensure zenocutuzumab BLA approval with favorable label (25%) - Build and lead clinical development org (25%) | 30% | As set per objectives | 125% achievement; weighted performance 37.5% | Included in $129,271 paid | Annual cash bonus (prorated 58.3% for 2024) |
Long-term incentives: Merus uses stock options as the long-term incentive component; options are granted at or above fair market value, typically vest 25% on first anniversary of vesting commencement, then in 36 equal monthly installments; the committee may vary awards/vesting from time to time .
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/18/2025) | Number of Shares | Percent of Outstanding |
|---|---|---|
| Fabian Zohren | — | — |
| Outstanding Options (12/31/2024) | Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Stock options | 7/1/2024 | 0 | 183,943 | $54.45 | 7/1/2034 |
- 2024 grant: 183,943 options on 7/1/2024; grant-date fair value $6,557,292 .
- Vesting: 25% on July 1, 2025 (first anniversary for Zohren), then 36 monthly installments, subject to service and potential acceleration per employment agreement .
- Option exercises in 2024: 0; value realized: $0 .
- Anti-hedging: Company prohibits hedging transactions by directors/officers/employees .
- Pledging: No pledging policy disclosure found; no pledged shares disclosed in beneficial ownership table .
- Ownership guidelines: No executive stock ownership guideline disclosure was identified in the proxy .
Employment Terms
| Provision | Standard Termination (without cause/for good reason) | Change-in-Control Termination (double-trigger within 12 months) | Non-Compete/Non-Solicit |
|---|---|---|---|
| Cash severance | Base salary continuation for 12 months | Lump sum equal to 1x base salary + target bonus | Non-compete 12 months; Company pays 50% of highest annualized base salary for prior two years if enforcing non-compete (or severance described) |
| Bonus | Earned but unpaid prior-year bonus | Earned but unpaid prior-year bonus | Non-solicit 12 months |
| Healthcare (COBRA) | Up to 12 months paid/reimbursed | Up to 12 months paid/reimbursed | — |
| Equity acceleration | None specified in standard case | Accelerated vesting of unvested time-based equity if termination occurs more than 12 months after start date (7/1/2024); performance-vesting awards governed by award terms | — |
| Estimated payouts (as of 12/31/2024 scenario) | Cash: $503,000; Healthcare: $33,834; Total: $536,834 | Cash: $704,200; Healthcare: $33,834; Total: $738,034; Equity Acceleration: “—” (no acceleration due to <12 months service) |
Compensation governance highlights:
- Double-trigger required for change-in-control benefits; no single-trigger acceleration of unvested options .
- Clawback policy compliant with SEC Rule 10D-1 (mandatory recovery of erroneously received incentive comp for 3 years preceding restatement) .
- No option repricing/exchanges without shareholder approval; no compensation-related tax gross-ups .
Compensation Structure Analysis
- Pay mix and targets: Base salary set at $503,000 upon appointment; target annual cash incentive 40% of salary ($201,200) aligned near market median; equity awarded via options emphasizing at-risk, performance-linked value creation .
- 2024 outcomes: Corporate performance scored 130% of target; individual performance for Zohren 125%; his bonus was prorated to 58.3% reflecting partial-year service, resulting in $129,271 paid .
- LTI risk/reward: 2024 options have a $54.45 strike and first vest on 7/1/2025; as of 12/31/2024, Merus used $27.50 for equity-value calculations, implying the grant was out-of-the-money at that date and showing no equity acceleration value in the hypothetical CIC table for Zohren .
- Peer group and benchmarking: Peer group updated mid-2024 to late-stage/early commercial biotechs in $1.5B–$10B market cap; targeting the 50th percentile with adjustments for role criticality and performance .
Investment Implications
- Alignment and selling pressure: Zohren held no beneficially owned shares as of 4/18/2025 and exercised no options in 2024; his equity exposure is entirely via unvested, time-based options struck at $54.45, reducing near-term selling pressure but increasing retention tether as vesting begins 7/1/2025 .
- Retention and change-in-control: Standard severance (12 months salary, COBRA) and CIC terms (1x salary+target bonus, COBRA, double-trigger acceleration only after 12 months tenure) provide competitive downside protection without windfalls; non-compete/non-solicit for 12 months adds retention/transition safeguards .
- Performance linkage: Annual incentives tied to clinical milestones (petosemtamab phase 3 initiation/enrollment; zenocutuzumab BLA approval) and leadership effectiveness, with 2024 performance above target, indicating execution traction in programs directly under his remit .
- Governance quality: Strong compensation governance (anti-hedging, clawbacks, no repricing, double-trigger CIC) and >99% say-on-pay support in 2024 mitigate pay-risk inflation concerns and support investor confidence in incentive design .
- Program risk: Absence of disclosed executive ownership guidelines and no pledging policy disclosure are minor gaps; however, options-only LTI keeps pay at-risk and tied to shareholder value creation .