Sven (Bill) Ante Lundberg, M.D.
About Sven (Bill) Ante Lundberg, M.D.
President & CEO of Merus N.V. since December 2019; executive director on the board since December 2019 (initially joined as a non‑executive director in June 2019). Age 61 as of the 2025 proxy. Prior roles include CSO at CRISPR Therapeutics, VP/Head of Translational Medicine at Alexion, and CMO at Taligen; earlier drug development roles at Xanthus/Antisoma, Wyeth, and Genzyme. Education: M.D. (Stanford), M.B.A. (UMass); post‑doc at Whitehead/MIT; clinical training at Harvard/Dana‑Farber. In 2024, Merus secured FDA accelerated approval for zenocutuzumab (Zeno) in NRG1+ pancreatic and NSCLC and advanced two phase 3 programs for petosemtamab (HNSCC), while executing strategic BD (Gilead collaboration; PTx U.S. Zeno license; Biohaven ADC collaboration). 2023 MRUS pay-versus-performance TSR indicator rose to 195.31 (from a $100 baseline at 12/31/2019).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CRISPR Therapeutics | Chief Scientific Officer | 2015–2018 | Built U.S. R&D; first CRISPR-based product from inception to regulatory filing for clinical trials. |
| Alexion Pharmaceuticals | VP, Head of Translational Medicine | 2011–2015 | Oversaw R&D from discovery through early development. |
| Taligen Therapeutics | Director and Chief Medical Officer | Pre‑2011 (acquired 2011) | Led clinical development; company acquired by Alexion. |
| Earlier roles (Xanthus/Antisoma; Wyeth; Genzyme) | Clinical development and medical affairs | — | Multiple oncology development programs. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vor Biopharma | Director | Current | Public company directorship. |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 650,000 | 676,000 |
| Target annual bonus (% of salary) | 55% | 60% |
| “All other compensation” ($) | 35,527 (401(k) match; housing allowance $25,627) | 37,374 (401(k) match; housing allowance $25,627) |
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Corporate performance achievement | 110% | 130% |
| Individual performance | CEO had 0% individual weighting; Board granted 10% discretionary add for exceptional performance | CEO 0% individual weighting |
| Actual annual bonus ($) | 429,000 | 527,280 |
Performance program design and outcomes (select details)
- 2023 corporate goals (weightings: Clinical 45%; Preclinical/Platform 15%; BD/Commercial 30%; G&A 10%) delivered weighted performance of 110% on pipeline execution (Zeno BTDs, petosemtamab enrollments, MCLA‑129 progress), platform/alliances progress, BD groundwork, capital raises; CEO payout per plan plus a 10% discretionary add.
- 2024 corporate goals (weightings: Clinical 50%; Preclinical/Platform 10%; BD/Commercial 30%; G&A 10%) delivered 130%, including Zeno accelerated approval, two phase 3 petosemtamab trials underway and enrolling, Gilead collaboration, PTx U.S. Zeno license, Biohaven ADC collaboration, and ~$445m net follow‑on financing.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,100,403 shares (1.85% of outstanding as of 3/15/2024) |
| Composition | Includes 948,332 options exercisable within 60 days; 40,576 shares directly; 111,495 shares held by three trusts |
| Anti-hedging | Company policy prohibits hedging by directors and officers |
| Option repricing | Not permitted without shareholder approval under the equity plan |
| Say-on-pay support | 2024 say‑on‑pay received greater than 99% of votes cast |
Selected equity grants and vesting
| Grant year | Type | Size | Exercise price | Vesting | Expiration |
|---|---|---|---|---|---|
| 2023 | Stock options | 380,000 | $16.07 | 25% on 1/1/2024; remainder in 36 equal monthly installments, subject to service | 2/2/2033 |
| 2024 | Stock options | 360,000 | $36.09 | 25% on 1/1/2025; remainder in 36 equal monthly installments, subject to service | — |
Note: 2023 option exercises by Dr. Lundberg were zero (no realized value), per Option Exercises and Stock Vested table.
Employment Terms
| Topic | Terms |
|---|---|
| Role | President & CEO; executive director on the board since Dec 2019 |
| Severance (non‑CIC) | 12 months base salary continuation; prior‑year earned bonus if unpaid; up to 12 months COBRA premiums, subject to release and compliance |
| Severance (double‑trigger CIC) | Lump sum 1.5× (base + target bonus); prior‑year earned bonus if unpaid; up to 18 months COBRA; full acceleration of unvested time‑based equity upon qualifying termination within 12 months post‑CIC |
| Non‑compete / non‑solicit | 12‑month non‑compete and 12‑month non‑solicit post‑termination; Company must pay 50% of highest annualized base (or the severance) if enforcing non‑compete |
| Clawback | Company has adopted an Exchange Act Rule 10D‑1‑compliant compensation recovery policy |
Estimated CIC economics as of 12/31/2023 (illustrative from proxy’s table): Cash $1,511,250; Equity acceleration value $5,214,272; COBRA $48,473; Total $6,773,995 (valuation based on $27.50 MRUS share price used in proxy’s methodology).
Board Governance
- Board service: Executive director since Dec 2019; not independent under Nasdaq rules due to executive role.
- Board leadership: Chairperson is a non‑executive (Anand Mehra, M.D.); board rules require Chair and Vice Chair be non‑executive.
- Committee participation: As CEO/executive director, Dr. Lundberg does not serve on the Audit, Compensation, or Nominating committees. Current committee chairs include Compensation (Mark Iwicki), Nominating (Anand Mehra), and Audit (Jason Haddock in 2025; Paolo Pucci in 2024).
- Attendance: Each director attended at least 75% of meetings in 2023 and 2024.
- Dual‑role implications: Executive director status concentrates operational and board influence; the board mitigates with a non‑executive chair, majority independent directors, and committee independence.
Director Compensation (context)
Non‑executive director compensation is governed by the NED Program (options with grant‑date values set to peer medians), but executive directors (e.g., the CEO) are not participants; CEO compensation is under the executive program (salary, annual bonus, equity options).
Compensation Structure Analysis
| Metric (CEO) | 2023 | 2024 | Commentary |
|---|---|---|---|
| Salary ($) | 650,000 | 676,000 | Modest increase aligned to median market positioning. |
| Option awards ($ grant-date fair value) | 3,556,800 | 8,403,120 | Significant step‑up reflecting late‑stage/early commercial profile and 2024 equity refresh. |
| Non‑equity incentive ($) | 393,250 | 527,280 | Higher corporate achievement (130% vs 110%). |
| All other ($) | 35,527 | 37,374 | Primarily 401(k) match and Netherlands housing allowance. |
| Total ($) | 4,671,327 | 9,643,774 | 2024 total pay driven by larger long‑term option grant. |
Program features and safeguards:
- No option repricing/exchange without shareholder approval; no single‑trigger equity vesting on CIC; no tax gross‑ups; clawback policy in place; anti‑hedging policy enforced.
Equity, Vesting Schedules, and Potential Selling Pressure
- Large option overhang and ongoing vesting cadence (25% cliff then monthly) can create predictable vesting events; however, Dr. Lundberg reported zero option exercises in 2023. Future liquidity decisions could be pursuant to 10b5‑1 plans; no specific plans are disclosed in the proxy.
- Beneficial ownership shows substantial in‑the‑money/near‑money options exercisable within 60 days (948,332), aligning incentives but also representing potential sale supply upon exercise; no pledging disclosures identified and hedging prohibited.
Employment & Contracts (Key Economics)
| Provision | Non‑CIC termination | Double‑trigger CIC (within 12 months) |
|---|---|---|
| Cash severance | 12 months base salary | 1.5× (base + target bonus) |
| Bonus treatment | Prior‑year earned if unpaid | Prior‑year earned if unpaid |
| Medical (COBRA) | Up to 12 months | Up to 18 months |
| Equity | Standard vesting (no acceleration) | Full acceleration of unvested time‑based equity |
| Restrictive covenants | 12‑month non‑compete/non‑solicit; 50% base pay if enforcing non‑compete | Same |
Performance & Track Record
- 2024: Zeno BLA approval (accelerated) in NRG1+ pancreatic and NSCLC; phase 3 LiGeR‑HN1 and LiGeR‑HN2 initiated for petosemtamab with significant enrollment; Gilead trispecific collaboration; PTx U.S. Zeno commercialization license; followed by January 2025 Biohaven ADC collaboration.
- 2023: Zeno BTDs (NSCLC and pancreatic), petosemtamab FTD, pipeline advancement across petosemtamab, Zeno (eNRGy), and MCLA‑129.
Compensation Committee & Peer Group (Benchmarking)
- Target market positioning near 50th percentile; periodic refresh of peers. 2023 U.S. peer set (e.g., Arcus, Celldex, IDEAYA, Replimune, Syndax, Zymeworks). 2024 update added larger/later‑stage/early‑commercial peers (e.g., Arrowhead, Arvinas, Biohaven, Cytokinetics, ImmunityBio, Immunovant, Krystal, Madrigal, Recursion, SpringWorks).
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support exceeded 99% of votes cast; company retained structure without material changes, reflecting strong shareholder alignment.
- 2024 AGM formal vote reporting (8‑K) confirms proposals including say‑on‑pay were approved.
Risk Indicators & Red Flags
- Mitigants: Independent committees; non‑exec chair; clawback policy; no option repricing; anti‑hedging; double‑trigger CIC vesting only.
- Observations: 2024 CEO option grant materially higher than 2023, increasing pay mix equity‑tilt and potential dilution, though consistent with late‑stage profile and shareholder‑friendly design (at‑the‑money, service‑vest, no repricing).
Investment Implications
- Alignment: High equity exposure (large option holdings) and strong say‑on‑pay support suggest robust pay‑for‑performance alignment; anti‑hedging and no‑repricing reinforce shareholder‑friendly design.
- Execution: 2024 approval of Zeno and phase 3 initiation for petosemtamab de‑risk the story under Lundberg’s leadership, with BD/financing providing runway and optionality.
- Overhang/flow: Meaningful ongoing vesting and sizeable exercisable options could produce episodic selling pressure around liquidity events, though 2023 showed no CEO exercises; monitor future Form 4s and any 10b5‑1 plans.
- Retention risk: Moderate—12‑month non‑CIC severance and double‑trigger CIC economics support retention while avoiding single‑trigger windfalls.
Citations: All quantitative and qualitative claims are drawn from Merus N.V. DEF 14A (2024, 2025) and Merus 8‑K AGM results as cited inline.