Caroline Loew
About Caroline Loew
Caroline Loew, Ph.D., 54, is Mural Oncology’s Chief Executive Officer since November 2023 and a director since August 2023. She holds a Ph.D. in Organic Chemistry and a B.Sc. in Chemistry from Imperial College London and previously led R&D strategy at Bristol-Myers Squibb and served as CEO of Glympse Bio . The proxy does not disclose TSR, revenue growth or EBITDA growth attributable to her tenure; skip.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Glympse Bio, Inc. | President & CEO | Nov 2018 – Aug 2022 | Led private biotech; then served as strategic advisor Aug–Oct 2022 |
| Bristol-Myers Squibb | VP, Head of R&D Strategy & Planning | Dec 2015 – Oct 2018 | Led portfolio strategy and operations |
| Alkermes plc | Strategic Advisor | Jun 2023 – Nov 2023 | Advisory role prior to Mural separation |
External Roles
| Organization | Role | Years | Committee roles / governance notes |
|---|---|---|---|
| Mural Oncology plc | Director | Aug 2023 – present | Not independent due to executive role; Board chaired by Scott Jackson; Loew not listed on Audit, Compensation, or Nominating committees |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (annualized) | $585,000 | $620,000 |
| Target Bonus % of Salary | 55% | 55% |
| Sign-on Bonus Paid | $180,000 | — |
| Performance-Based Cash Bonus (Non-Equity Incentive) | $41,651 | $371,690 |
| All Other Compensation | $7,388 | $17,250 |
| Total Compensation | $2,522,917 | $1,635,873 |
Performance Compensation
Equity Awards Granted
| Grant Date | Instrument | Shares | Exercise Price | Vesting |
|---|---|---|---|---|
| Dec 14, 2023 | Stock Option | 379,690 | $5.48 | 25% on each of first four anniversaries of Jul 5, 2023 |
| Dec 14, 2023 | RSU | 167,276 | — | Equal installments on first four anniversaries of Jul 5, 2023 |
| Dec 14, 2023 | RSU | 37,171 | — | 25% on each of first four anniversaries of Dec 14, 2023 |
| Mar 1, 2024 | Stock Option | 98,025 | $5.39 | 25% on Mar 1, 2025; remaining 75% in 12 equal quarterly installments thereafter |
| Mar 1, 2024 | RSU | 48,475 | — | 25% on each of first four anniversaries of Mar 1, 2024 |
Annual Bonus Outcomes
| Year | Target (% of Salary) | Actual Payout ($) |
|---|---|---|
| 2023 | 55% | $41,651 paid by Mural (plus $161,977 paid by Alkermes under employee matters agreement) |
| 2024 | 55% | $371,690 |
Performance metric definitions/weights for annual bonus or PSUs are not disclosed; skip.
Equity Ownership & Alignment
Beneficial Ownership (as of April 4, 2025)
| Data Point | Value |
|---|---|
| Shares beneficially owned | 166,673 (1.0% of outstanding) |
| Shares outstanding basis | 17,268,273 |
Outstanding Equity Awards at Year-End
| Metric | FY 2023 YE | FY 2024 YE |
|---|---|---|
| Options Exercisable (#) | — | 94,917 (option at $5.48) |
| Options Unexercisable (#) | 379,690 (option at $5.48) | 284,773 (option at $5.48) |
| Options Unexercisable (#) | — | 90,025 (option at $5.39) |
| RSUs Not Vested (#) | 167,276; market value $990,274 | 125,458; market value $403,975 |
| RSUs Not Vested (#) | 37,171; market value $220,052 | 27,878; market value $89,767 |
| RSUs Not Vested (#) | — | 48,475; market value $156,090 |
Additional alignment and trading considerations:
- Anti-hedging policy prohibits short sales and derivative transactions designed to hedge company stock; pledging is not specified in the cited policy .
- In connection with the announced acquisition, directors (including Loew) gave voting undertakings; Loew held 72,911 shares and 603,940 options and 220,148 RSUs noted in the 8-K. All director options had strike prices above the maximum consideration and would be cancelled without consideration, reducing exercise-driven selling pressure in that scenario .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (June 2023) | Initial base salary $585,000; target annual bonus 55%; sign-on bonus $280,000 ($100,000 at Alkermes start; $180,000 at Separation) with six‑month repayment conditions if voluntary resignation without good reason or termination for cause within six months of payment |
| Equity Award Policy | Post‑Separation, Loew to hold equity awards equal to 3.5% of Mural’s outstanding equity, 65% options and 35% RSUs (with certain option forfeitures and RSU conversion adjustments at Separation) |
| Travel Stipend | Amended Feb 2025: $5,100 per month to cover travel to HQ |
| Clawback | Compensation Recovery Policy applies to executive incentive comp for three completed fiscal years preceding a restatement; recovery regardless of misconduct; administered by Compensation Committee |
| Insider Trading / Anti‑Hedging | Prohibits short sales and derivative transactions designed to hedge company stock; applies to directors and officers |
Severance (Outside Change-in-Control)
| Component | Term |
|---|---|
| Cash severance | 15 months of base salary + 1.25x the higher of target bonus or prior year’s earned bonus |
| COBRA premium payments | Up to 15 months (earlier of eligibility under another plan or COBRA period end), employee copay at active rate |
| Pro‑rated target bonus | Pro‑rated for year of termination |
| Sign‑on bonus | Second installment paid if unpaid; no repayment required |
Change-in-Control (Double Trigger; within 24 months post-CIC)
| Component | Term |
|---|---|
| Cash severance | 2x base salary + 2x the higher of target bonus or prior year’s earned bonus (lump sum) |
| COBRA premium payments | Up to 18 months (earlier of eligibility under another plan or COBRA period end), employee copay at active rate |
| Equity | Full acceleration; all outstanding equity awards vest/become exercisable/nonforfeitable |
| Sign‑on bonus | Second installment paid if unpaid; no repayment required |
| Excise Tax | Cut‑back to avoid 4999 excise tax if results in higher net after‑tax benefit (no gross‑up) |
Board Governance
| Committee | 2023 Membership | 2024 Membership | Chair |
|---|---|---|---|
| Audit | Susan Altschuller; Francis Cuss; Scott Jackson | Sachiyo Minegishi; Francis Cuss; Scott Jackson | 2023: Altschuller ; 2024: Minegishi |
| Compensation | — | Francis Cuss; George Golumbeski; Benjamin Hickey (Jackson served until Sep 2024) | Cuss |
| Nominating & Corporate Governance | — | George Golumbeski; Benjamin Hickey; Sachiyo Minegishi | Hickey |
| Independence | All directors except Loew deemed independent under Nasdaq rules | ||
| Board meetings & attendance | 6 meetings in 2024; each director attended ≥75% of board/committee meetings; all then‑serving directors attended 2024 AGM | ||
| Board leadership | Chairman: Scott Jackson | ||
| Director compensation | Loew received no additional pay for board service (compensated as CEO) |
Performance & Track Record
- Company execution milestones (2025 plan): potentially registrational readouts in 1H 2025 for ARTISTRY‑6/7 and cash runway into Q1 2026; IND for IL‑18 candidate (MURA‑8518) planned 1H 2026 .
- Executive team composition and board listed; indicates late‑stage oncology execution focus .
Compensation Committee Analysis
- Independent consultant (Aon) engaged to benchmark executive pay; committee concluded no conflicts of interest .
- Compensation determined via market data, historical levels, and assessment of corporate and individual performance; CEO compensation set by board on committee recommendation .
Investment Implications
- Alignment: Material equity exposure via options/RSUs with multi‑year vesting; beneficial ownership at 1.0% supports alignment, and anti‑hedging reduces misalignment risks .
- Retention: Vesting cadence (annual cliffs and quarterly installments) across 2023–2024 grants creates steady retention hooks; additional travel stipend underscores role expectations .
- Pay‑for‑performance: Annual bonus targets at 55% of salary; sizable 2024 payout indicates discretionary assessment against corporate/individual goals, though specific metrics and weights are not disclosed—reducing transparency for strict pay‑for‑performance analysis .
- CIC economics: Double‑trigger 2x salary/bonus and full equity acceleration could incentivize deal support; excise cut‑back (no gross‑up) is shareholder‑friendly but acceleration may dilute alignment post‑deal .
- Trading signals: In announced acquisition context, director options are OTM relative to consideration and would be cancelled, implying limited option‑exercise selling; watch RSU vesting dates (July 5, Dec 14, Mar 1 anniversaries) for incremental float from time‑based releases .
- Governance: CEO is not independent; independent committees and an experienced chair provide oversight; attendance and committee activity appear robust .