Greg D. Perry
About Greg D. Perry
Greg D. Perry is Chief Financial Officer of Merus N.V. (MRUS), serving since June 2023 after previously being a non-executive director (since May 2016) and Vice Chairman (Aug 2018–Jun 2023) . He is 64 and holds a B.A. in Economics and Political Science from Amherst College . Company performance during his CFO tenure shows Merus cumulative TSR (value of $100 invested at 12/31/2019) improving from $195.31 at year-end 2023 to $298.65 at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Finch Therapeutics Group | Chief Financial Officer | May 2018–Apr 2022 | Led finance; retired Apr 2022 |
| Novelion Therapeutics | Chief Financial & Administrative Officer | Nov 2016–Dec 2017 | Finance and administration leadership |
| Aegerion Pharmaceuticals | Chief Financial Officer | Jul 2015–Nov 2016 | CFO through merger with Novelion |
| ImmunoGen; Domantis Ltd.; Transkaryotic Therapeutics; Honeywell; GE | Financial leadership roles | Not disclosed | Progressive finance leadership across biotech and industrials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kala Pharmaceuticals | Director | Current | Board oversight and governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 258,143 | 493,500 |
| Target Bonus (%) | — | 40% |
| Actual Annual Bonus Paid ($) | 122,208 | 253,659 |
| All Other Compensation ($) | 38,751 | 10,350 |
Notes:
- 2024 base salary increases approved to position near median of peer group; CFO target bonus set at 40% of base .
- Say-on-pay approval exceeded 99% in 2024 .
Performance Compensation
Annual Incentive Plan – 2024
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Objectives (pipeline advancement; BD/commercial; G&A) | 70% | 100% | 130% | Incorporated into cash bonus |
| Individual Objectives (finance readiness; analytics; leadership) | 30% | 100% | 125% | Incorporated into cash bonus |
| Total Cash Bonus ($) | — | — | — | 253,659 |
Corporate performance objectives and achievement detail:
- Clinical development (50% weight): Achieved 130% (Phase 3 initiations for petosemtamab; BLA submission and accelerated approval for zenocutuzumab; MCLA-129 enrollment) .
- Pre-clinical/platform (10% weight): Achieved 130% (platform innovations; candidate nominations; biomarker work) .
- Business development & commercial prep (30% weight): Achieved 130% (Gilead collaboration; PTx license for Zeno; Biohaven ADC collaboration; launch readiness) .
- General & administrative (10% weight): Achieved 130% (public offering ~$445m net; IP portfolio advancement; spend discipline) .
Equity Awards – 2024 Grants
| Grant Date | Award Type | Shares | Exercise Price ($/sh) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 05/07/2024 | Stock Options | 107,300 | 36.09 | 2,504,597 | 25% on 01/01/2025; then 36 monthly installments |
Policies:
- Emphasis on equity (options) to align with long-term value creation; options require share price appreciation to have value .
- Option grant timing practices avoid grants around material disclosures; 2024 grants were not within the blackout window .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 306,366 options exercisable or becoming exercisable within 60 days of 04/18/2025; <1% of common shares outstanding |
| Options Exercised in 2024 | 0 shares; $0 value realized |
| Outstanding Options (12/31/2024) | See breakdown below |
| Anti-hedging | Hedging transactions prohibited for directors, officers, employees |
| Anti-pledging & Margin | Pledging and margin purchases prohibited |
Outstanding options detail (12/31/2024):
| Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 05/18/2016 | 17,000 | — | 10.04 | 05/18/2026 |
| 05/24/2017 | 5,650 | — | 19.12 | 05/24/2027 |
| 07/20/2018 | 4,983 | — | 23.30 | 07/20/2028 |
| 06/12/2019 | 8,500 | — | 13.35 | 06/12/2029 |
| 06/30/2020 | 8,631 | — | 16.09 | 06/30/2030 |
| 05/28/2021 | 6,120 | — | 21.15 | 05/28/2031 |
| 05/31/2022 | 16,604 | — | 18.56 | 05/31/2032 |
| 06/08/2023 | 14,414 | — | 23.29 | 06/08/2033 |
| 06/14/2023 | 139,846 | 233,078 | 26.50 | 06/14/2033 |
| 01/01/2024 | — | 107,300 | 36.09 | 05/08/2034 |
Employment Terms
| Provision | Term |
|---|---|
| Role start | CFO since June 2023 |
| Standard Severance (no CoC) | 12 months base salary continuation; prior-year earned bonus; up to 12 months COBRA (subject to release and covenants) |
| Change-in-Control Severance | Lump sum = 1x base salary + target bonus; prior-year earned bonus; up to 12 months COBRA; accelerated vesting of time-based awards (if >12 months since initial service; performance awards per agreements) (subject to release/covenants) |
| Restrictive Covenants | 12-month non-compete (company may pay 50% of highest annualized base if enforcing); 12-month non-solicit |
| Clawback | Mandatory recovery policy under Rule 10D-1 and Nasdaq standards (three-year lookback for restatements) |
| Anti-hedging/pledging | Hedging prohibited; pledging and margin purchases prohibited |
Estimated potential payments (as of 12/31/2024):
| Scenario | Cash ($) | Equity Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (no CoC) | 528,045 | — | 23,743 | 551,788 |
| Termination without cause/for good reason in CoC | 739,263 | 4,263,871 | 23,743 | 5,026,877 |
M&A transaction-specific economics (Genmab offer at $97/share):
- Single-trigger acceleration and cash-out of outstanding unvested options at acceptance time; for Perry: 313,506 underlying shares; cash consideration $20,029,793 .
- Estimated excise tax reimbursement payments under Section 4999 of the Code: Perry $2,018,520 (deal-specific; company otherwise states no compensation-related tax gross-ups) .
- “Golden parachute” quantified totals for Perry: Cash $739,263; Equity $20,029,793; Tax reimbursements $2,018,520; Perquisites/benefits (COBRA) $23,743; Total $22,811,319 (assumes qualifying termination post-closing per proxy assumptions) .
Performance & Track Record
Company TSR during Perry’s CFO tenure
| Metric | 2023 | 2024 |
|---|---|---|
| Year-end value of $100 invested (12/31/2019 base) | 195.31 | 298.65 |
Major achievements (company-level contributing to bonus outcomes):
- Petosemtamab: Initiated two Phase 3 studies; FDA Breakthrough Therapy designation; development alignment on dosing; mCRC combo cohort .
- Zenocutuzumab: BLA under priority review and accelerated approval for NRG1+ pancreatic adenocarcinoma and NSCLC .
- MCLA-129: Significant enrollment in Phase 2 cohorts .
- Business development: Gilead collaboration (trispecifics), PTx U.S. commercialization license for Zeno, Biohaven ADC collaboration (executed January 2025) .
- Financing: ~$445m net proceeds from public offering; spend within budget .
Compensation Committee Analysis and Peer Benchmarking
- 2024 compensation aligned near market median; independent consultant Pearl Meyer engaged .
- Peer groups refreshed in Sep 2023 and Jul 2024 to reflect stage/valuation; target generally 50th percentile with adjustments .
Equity Ownership & Alignment Considerations
- Beneficial options-only stake (<1%); no direct common share ownership disclosed for Perry as of 11/11/2025 in tender proxy tables (dash shown) .
- No option exercises by Perry in 2024 (0 shares), suggesting no realized equity gains in the period .
- Anti-hedging and anti-pledging policies reduce misalignment risk; hedging and pledging prohibited .
Employment Contracts and Change-of-Control Economics
- Double-trigger severance at 1.0x salary + target bonus; COBRA up to 12 months; accelerated vesting if >12 months service—supports retention through transaction close .
- Deal-specific single-trigger acceleration of unvested options and excise tax reimbursement (gross-up) materially increases transaction-related compensation for Perry .
Risk Indicators & Red Flags
- Excise tax reimbursement (gross-up) for golden parachute under the Genmab transaction contrasts with general policy of no tax gross-ups—an investor-sensitive point .
- Significant single-trigger option acceleration and cash-out at closing (in-the-money) may reduce post-close retention incentives unless offset by new employment terms .
Investment Implications
- Pay-for-performance is heavily indexed to clinical, BD, and commercial milestones; 2024 corporate achievements at 130% of target and Perry’s individual performance at 125% led to above-target cash bonus, indicating alignment with value-creation activities .
- Equity-heavy compensation (multi-year options) aligns long-term incentives; absence of 2024 option exercises and anti-hedging/pledging policies mitigate short-term selling pressure under normal course .
- In the change-of-control context, Perry’s sizable single-trigger option cash-out ($20.0m est.) and excise tax reimbursement ($2.0m est.) represent material immediate value and may alter retention dynamics; investors should monitor any post-close employment arrangements to assess continuity and execution risk .
- Governance and shareholder feedback are supportive (say-on-pay >99%), but transaction-specific golden parachute features warrant attention when evaluating alignment and post-transaction incentives .