Adam Cutler
About Adam Cutler
Adam Cutler is Chief Financial Officer of Mural Oncology plc and has served in this role since November 2023; he is 50 years old and holds a B.A. in Economics from Brandeis University . His background spans more than two decades across biotech corporate finance, CFO roles, corporate affairs, capital markets advisory, and sell-side equity research, underpinning strong capital allocation and financing credentials . Operationally, Mural remains a clinical-stage company with negative EBITDA that improved from -$193.671M in FY 2023 to -$134.750M in FY 2024*, aligning with a turnaround focus on cash discipline during his tenure; revenue is not reported in SPGI for FY 2022–FY 2024*. Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q32 Bio Inc. | Chief Financial Officer | 2021–2023 | Led finance for a privately held biotech; pre-IPO readiness and capital planning |
| Molecular Templates, Inc. | Chief Financial Officer | 2017–2021 | Public company CFO; financing and operating discipline for oncology programs |
| Arbutus Biopharma Corporation | SVP, Corporate Affairs | 2015–2017 | Investor relations and strategic communications during portfolio evolution |
| The Trout Group LLC / Trout Capital LLC | Managing Director | 2012–2015 | Executed financings; advised life science companies on IR and capital raising |
| Bank of America Securities; JMP; Canaccord Genuity; Credit Suisse | Biotechnology Equity Research Analyst | 2000–2012 | Sell-side coverage across biotech subsectors and stages |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InMed Pharmaceuticals Inc. | Director | 2015–2022 | Public board experience; biotech governance |
| Navidea Biopharmaceuticals, Inc. | Director | 2018–2021 | Public board experience; oncology/diagnostics governance |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Sign-on Bonus ($) | Non-Equity Incentive Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | 40% | — | 218,000 | 17,250 | 735,250 |
| 2023 | 63,462 | 40% (initial target) | 245,000 (paid by Alkermes) | — | — | 743,176 |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate and individual performance goals (committee discretion) | Not disclosed | 40% of base salary | $218,000 (FY2024) | Cash (Non-Equity Incentive Plan Compensation) | N/A (cash) |
| Senior Executive Cash Incentive Bonus Plan | Company bonus plan in place (plan reference) | Not disclosed | Not disclosed | Not disclosed | Cash | N/A |
Equity Awards and Vesting
| Grant/Status (as of 12/31/2024) | Type | Shares (#) | Strike ($) | Expiry | Vesting Schedule |
|---|---|---|---|---|---|
| Dec 14, 2023 grant | Stock Option | 146,452 | 3.61 | 12/13/2033 | 25% on 10/30/2024; remaining 75% in equal quarterly installments thereafter, subject to service |
| Dec 14, 2023 grant | RSU | 78,859 | N/A | N/A | 25% on each of first four anniversaries of 10/30/2023, subject to service |
| Outstanding at FY-end | Options Exercisable | 36,613 | 3.61 | 12/13/2033 | As above |
| Outstanding at FY-end | Options Unexercisable | 109,839 | 3.61 | 12/13/2033 | As above |
| Outstanding at FY-end | RSUs Unvested | 59,144 | N/A | N/A | 25% per year over 4 years from 10/30/2023 |
Acquisition-related Treatment and Values (as of Sept 18, 2025)
| Instrument | Count (#) | Min Value ($) | Max Value ($) | Treatment |
|---|---|---|---|---|
| Options | 211,452 | — | — | All options have strikes above max scheme consideration and will be canceled without consideration |
| RSUs | 94,144 | 191,583.04 | 210,882.56 | Receive scheme consideration per share; value based on $2.035–$2.24 per share |
Equity Ownership & Alignment
| Date | Shares Beneficially Owned (#) | % Outstanding |
|---|---|---|
| April 4, 2025 (17,268,273 shares o/s) | 67,215 | <1% |
| Sept 18, 2025 (17,324,771 shares o/s) | 105,237 | <1% |
| Component | Vested | Unvested | Notes |
|---|---|---|---|
| Options (12/31/2024) | 36,613 | 109,839 | Strike $3.61; vests quarterly post 10/30/2024 |
| RSUs (12/31/2024) | — | 59,144 | Time-based, 25% per year |
- Anti-hedging policy prohibits short sales and derivatives for officers/directors .
- Clawback policy (compensation recovery) adopted; applies to Section 16 officers upon accounting restatement (best-net recovery; misconduct not required) .
- No Rule 10b5-1 trading arrangements adopted or modified by officers/directors in the quarter ended June 30, 2025, reducing pre-arranged selling signals .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start Date | CFO since November 2023 |
| Base/Target Bonus | Base $500,000; Target annual cash incentive compensation 40% of base |
| Travel Amendment | First Amendment dated Feb 15, 2025 reimburses reasonable documented travel to HQ (effective Jan 1, 2025) |
| Severance (outside CIC) | Cash equal to current base salary + target bonus; 12 months COBRA equivalent; prior year earned bonus if unpaid |
| Severance (within 12 months post CIC) | Lump sum 1.5x base + 1.5x target bonus; 18 months COBRA equivalent; prior year earned bonus; pro-rated current year target bonus; full accelerated vesting of outstanding equity upon termination (double-trigger) |
| Golden Parachute Excise | Best-net cutback (reduce payments to avoid 4999 excise tax if higher net benefit); no tax gross-up |
| Estimated CIC Severance | $1,259,723 cash severance; $45,772 benefits continuation; excludes accelerated equity amounts (see equity treatment) |
| Equity Ownership Commitment | Employment agreement provides for equity awards covering ~1.35% of outstanding equity post separation |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -183.383M* | -193.671M* | -134.750M* |
Values retrieved from S&P Global.
- CFO certifications: Adam signed SOX 302 and 906 certifications on 10-Qs (Q3’25), reflecting responsibility for controls and financial reporting quality .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation was predominantly cash (salary + $218k bonus) with prior-year equity grants outstanding; no new 2024 grants disclosed for Adam, suggesting emphasis on retention via existing time-based awards .
- Incentive risk profile: Awards are primarily time-based RSUs and options; change-of-control terms include double-trigger accelerated vesting on termination, reducing forfeiture risk but preserving alignment via employment continuity requirement .
- Consultant independence: Aon engaged as independent compensation consultant for 2024; committee concluded no conflicts of interest .
Governance, Policies, and Risk Indicators
- Clawback policy in place; applies irrespective of misconduct .
- Anti-hedging policy prohibits short sales and derivatives; limits misalignment from hedging .
- Emerging Growth Company: Not required to hold say‑on‑pay advisory votes; disclosure scaled accordingly .
- Options under Acquisition: Out-of-the-money options canceled without consideration, limiting windfall risk; RSUs receive scheme consideration .
Investment Implications
- Alignment: Cutler’s ownership (<1%) and continued unvested RSUs/options create retention incentives; double-trigger CIC severance and accelerated vesting mitigate termination risk while requiring a qualifying termination, aligning with shareholder-friendly constructs (best‑net cutback, no gross‑ups) .
- Selling pressure: No 10b5‑1 plans were adopted in the referenced quarter, and equity is largely time-based; near-term insider selling pressure appears limited, subject to vesting events and policy constraints .
- Performance backdrop: EBITDA improved materially in FY 2024 vs FY 2023*, consistent with tighter cash discipline; ongoing pre-revenue status underscores reliance on capital markets skill sets typical of Cutler’s background*. Values retrieved from S&P Global.
- Transaction dynamics: With options canceled and RSUs paid at scheme consideration, incentive value shifts from optionality to cash/equity proceeds; severance economics are moderate (1.5x salary+bonus) vs typical biotech peers, suggesting balanced retention without pay inflation .