Peter B. Silverman, J.D.
About Peter B. Silverman, J.D.
Chief Operating Officer and General Counsel of Merus N.V. (MRUS); age 47; with the company since 2014 (initially as outside counsel), COO since January 2023, GC since February 2018, and previously Chief IP Officer/Head of U.S. Legal from February 2017 and Head of Utrecht from April 2020 to January 1, 2023 . Education: J.D., Fordham University School of Law (magna cum laude, Order of the Coif); B.A. in Biology, University of Rochester; admitted to practice law in New York . Merus emphasizes pay-for-performance tied to clinical milestones rather than traditional financial measures; executive compensation governance includes double-trigger CIC protections, a clawback compliant with SEC/Nasdaq rules, anti-hedging, and no tax gross-ups .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merus N.V. | Chief Operating Officer | Jan 2023–present | Leads company operations, IT, facilities, HR; manages Utrecht HQ operations |
| Merus N.V. | General Counsel | Feb 2018–present | Oversees legal, IP strategy and compliance |
| Merus N.V. | Chief IP Officer & Head of U.S. Legal | Feb 2017–present | Built IP portfolio; legal leadership |
| Merus N.V. | Head of Utrecht | Apr 2020–Jan 1, 2023 | Site leadership and operations |
| Merus N.V. | Outside Counsel | 2014–2017 | External legal advisor prior to joining |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirkland & Ellis LLP | Partner | Before 2014 | Advised life sciences companies across legal matters and technologies |
| Kaye Scholer LLP (now Arnold & Porter Kaye Scholer LLP) | Associate | Before 2014 | Legal practice experience |
| U.S. District Court (D.N.J.) | Judicial Law Clerk to Judge Anne E. Thompson | Before 2014 | Federal court experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $412,196 | $495,000 | $529,650 |
| Target Bonus (% of Base) | 45% (program level; explicit % disclosed for 2024) | 45% (program uses same structure) | 45% |
| All Other Compensation ($) | $7,371 (incl. 401(k) match) | $30,432 (incl. 401(k) match) | $34,223 (incl. 401(k) match and $23,071 housing allowance) |
Notes:
- 2024 base salary increased to $529,650 effective Jan 1, 2024 .
- Merus provides health/welfare benefits and 401(k) with up to 1.5% company match (50% of employee contributions up to 3%) to U.S. employees including NEOs .
Performance Compensation
Annual Incentive (2024)
| Component | Weighting | Target | Actual Achievement | Payout |
|---|---|---|---|---|
| Corporate Objectives | 70% | 100% of component | 130% | See total below |
| Individual Objectives | 30% | 100% of component | 160% | See total below |
| Target Bonus ($) | — | $238,343 | — | — |
| Total Bonus Paid ($) | — | — | — | $331,297 |
Corporate performance encompassed clinical advancement (petosemtamab Phase 3 initiations and FDA Breakthrough Therapy designation; zenocutuzumab accelerated approval; MCLA-129 enrollment), platform/IP expansion, BD deals (Gilead, PTx), commercialization readiness, and disciplined financing (follow-on offering) . Silverman’s individual objectives emphasized BD deal execution (Gilead, Biohaven, PTx), clinical operations oversight, compliance build-out, IT/cyber/internals, and enterprise leadership; assessed at 160% .
Equity Awards (2024 Grants)
| Grant Date | Type | Shares | Exercise Price | Vesting | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| May 7, 2024 | Stock Options | 107,300 | $36.09 | 25% on Jan 1, 2025; balance in 36 monthly installments | May 8, 2034 | $2,504,597 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Vesting Commencement | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Jan 1, 2019 | 3,900 | — | $11.16 | Jan 1, 2029 |
| Jan 1, 2020 | 57,500 | — | $18.61 | Feb 14, 2030 |
| Apr 16, 2020 | 12,714 | — | $12.37 | Apr 16, 2030 |
| Jan 1, 2021 | 73,437 | 1,563 | $24.43 | Jan 1, 2031 |
| Jan 1, 2022 | 60,520 | 22,480 | $24.61 | Jan 1, 2032 |
| Jan 1, 2023 | 49,833 | 54,167 | $16.07 | Feb 2, 2033 |
| Jan 4, 2023 | 9,583 | 10,417 | $15.87 | Jan 4, 2033 |
| Jan 1, 2024 | — | 107,300 | $36.06 | May 8, 2034 |
Option exercises/realized value in 2024: 72,000 shares exercised; value realized on exercise $2,414,560 (market price less exercise price) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Apr 18, 2025) | 332,927 shares (via options exercisable within 60 days); <1% of outstanding |
| Total common shares outstanding (Apr 23, 2025 record date) | 69,183,279 |
Policies/practices:
- Anti-hedging: prohibits hedging/offset transactions (e.g., zero-cost collars, forward sales) by directors, officers, employees and controlled entities .
- Insider trading policy maintained; compliance emphasized .
- No disclosure of pledging; not indicated in proxy .
- Equity plan forbids repricing/exchanging underwater options without shareholder approval .
Employment Terms
| Provision | No CIC Termination | CIC + Qualifying Termination |
|---|---|---|
| Cash Severance | 12 months base continuation; prior-year earned but unpaid bonus | Lump sum = 1× base + 1× target bonus (not less than 40% of base); prior-year earned but unpaid bonus |
| Healthcare (COBRA) | Up to 12 months | Up to 12 months |
| Equity | No acceleration | Accelerated vesting of all unvested time-based equity |
| Restrictive Covenants | 12-month non-compete and non-solicit; if enforced, company pays 50% of highest annualized base salary over prior 2 years (or severance) | Same |
Estimated payments (assuming Dec 31, 2024 event):
| Scenario | Cash | Equity Acceleration | Healthcare | Total |
|---|---|---|---|---|
| Termination without Cause/Good Reason (no CIC) | $566,726 | — | $33,834 | $600,560 |
| Termination without Cause/Good Reason in connection with CIC | $793,416 | $2,739,075 | $33,834 | $3,566,325 |
Clawback: Company adopted a compensation recovery policy compliant with SEC Rule 10D-1/Nasdaq listing standards, mandating recovery of erroneously received incentive-based compensation upon accounting restatements (3-year lookback), subject to limited exceptions .
Compensation Structure Analysis
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $412,196 | $495,000 | $529,650 |
| Option Awards ($) | $1,367,010 | $1,166,640 | $2,504,597 |
| Annual Bonus Paid ($) | $181,620 | $256,410 | $331,297 |
| All Other Compensation ($) | $7,371 | $30,432 | $34,223 |
| Total ($) | $1,968,197 | $1,948,482 | $3,399,767 |
Observations:
- Cash vs equity mix skewed to options; 2024 equity grant value increased, consistent with late-stage clinical/commercial progression and market-median targeting .
- No tax gross-ups; no option repricing; double-trigger CIC; independent comp consultant (Pearl Meyer) advising; peer groups refreshed as the company profile evolved (from clinical-stage to late-stage/early commercial) .
Performance Compensation (Detail)
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Corporate objectives (clinical, BD, commercialization, G&A) | 70% | 100% | 130% | % of component toward total bonus | N/A |
| Individual objectives (BD execution; clinical ops oversight; compliance; IT/cyber; leadership) | 30% | 100% | 160% | % of component toward total bonus | N/A |
| Total Annual Bonus Paid ($) | — | — | — | Aggregate under plan rules | $331,297 |
| 2024 Option Grant | — | — | — | 107,300 options at $36.09; fair value $2,504,597 | 25% on 1/1/2025; then 36 monthly installments; expires 5/8/2034 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval exceeded 99% of votes cast; program emphasizes at-risk pay linked to performance and uses equity (options) to align executives with shareholders .
- Ongoing annual advisory vote; next expected in 2026 .
Equity Compensation Plan Information (Context)
- Outstanding options across plans (company-wide) at Dec 31, 2024: 8,527,314; weighted-average exercise price $27.16; 2,002,663 shares available for future issuance under equity plans .
Investment Implications
- Alignment: Heavy option-based LTI and robust anti-hedging/clawback support shareholder alignment; no tax gross-ups or option repricing reduce governance risk .
- Retention/pressure: Upcoming vesting from the May 2024 option grant (25% cliff on Jan 1, 2025, then monthly) creates potential periodic liquidity events; 2024 exercises (72,000 shares; $2.41M value realized) signal activity but not necessarily selling; monitor Form 4s for ongoing cadence .
- CIC economics: Double-trigger CIC provides 1× base + 1× target bonus plus full time-based equity acceleration; modeled total ~$3.57M at 12/31/2024 assumptions—material retention lever but standard for sector .
- Pay for performance: Bonus outcomes driven by clinical/BD execution, not financial KPIs; with 130% corporate and 160% individual achievement in 2024, payout scaled appropriately; supports thesis of execution-oriented leadership leverage .
- Ownership: Beneficial ownership <1%; broad option holdings and policy constraints (no hedging; no disclosed pledging) temper misalignment risk; consider monitoring compliance with any internal ownership guidelines if later disclosed .