Mark A. Wilson
NEKTAR THERAPEUTICSAbout Mark A. Wilson
Senior Vice President, Chief Legal Officer and Secretary of Nektar Therapeutics; age 53 as of March 6, 2025; J.D. from Seton Hall University School of Law; B.S. in Pharmacy from Rutgers University; registered to practice before the USPTO and member of the California Bar . Joined Nektar in May 2002 and rose through Patent Counsel, Senior Patent Counsel, Vice President of Intellectual Property, General Counsel (June 2016), and SVP & Chief Legal Officer (July 2022) . Recent execution highlights include leading litigation strategy versus Eli Lilly, driving financing and asset transactions (PIPE, royalty sale, supply agreement with UCB, Huntsville facility sale), and supporting development timelines for rezpegaldesleukin; bonuses tied to corporate performance ratings (95% in 2023; 90% in 2024) and individual contributions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nektar Therapeutics | SVP & Chief Legal Officer | Jul 2022–present | Led litigation strategy vs Eli Lilly; supported $30M PIPE, royalty monetization, supply agreement amendment, and Huntsville facility sale . |
| Nektar Therapeutics | General Counsel | Jun 2016–Jul 2022 | Maintained core IP assets; advanced complaint against Lilly; defended litigation exposures . |
| Nektar Therapeutics | Vice President, Intellectual Property | By 2008–2016 | Built and managed patent portfolio protecting core programs . |
| Nektar Therapeutics | Patent Counsel / Senior Patent Counsel | May 2002–by 2008 | Early IP counsel supporting platform and pipeline protection . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reed & Associates (Menlo Park) | Associate, patent law | Pre-2002 | Represented start-ups and Fortune 500s on patent matters . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 540,000 | 540,000 | 550,800 (2% merit increase) |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Annual Incentive Outcomes | 2023 | 2024 |
|---|---|---|
| Corporate Performance Rating | 95% | 90% |
| Target Bonus ($) | $324,000 | $324,000 |
| Actual Payout ($) | $307,800 (95% of target) | $336,600 (102% of target) |
| Summary Compensation ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 527,500 | 540,000 | 540,000 |
| Stock Awards (RSUs) | 1,629,478 | — | — |
| Option Awards | 2,185,994 | 231,790 | 399,030 |
| Non-Equity Incentive (Cash Bonus) | 194,400 | 307,800 | 336,600 |
| All Other Compensation | 28,093 | 20,878 | 21,697 |
| Total Compensation | 4,565,465 | 1,100,468 | 1,297,327 |
Performance Compensation
| Long-Term Incentives (Stock Options) | Grant Date | Type | Shares | Exercise Price | Term | Vesting | Performance Triggers |
|---|---|---|---|---|---|---|---|
| 2024 Annual Grant | 12/13/2024 | Time-based | 325,000 | $1.01 | 8 years | Monthly over 4 years | N/A |
| 2024 Annual Grant | 12/13/2024 | Performance-based | 325,000 | $1.01 | 8 years | Monthly over 5 years + performance | 66% vests at start of Phase 3 for rezpegaldesleukin; 34% vests upon positive Phase 3 topline results (5-year window) |
| 2023 Annual Grant | 12/13/2023 | Time-based | 216,667 unexercisable; 108,333 exercisable | $0.50 | 8 years | Monthly over 4 years | N/A |
| 2023 Annual Grant | 12/13/2023 | Performance-based | 325,000 unearned | $0.50 | 8 years | Monthly over 5 years + performance | Same rezpegaldesleukin triggers (Phase 3 start, positive topline) |
Notes:
- Company shifted executive equity to options only in 2023–2024, with 50% time-based and 50% performance-based, to drive alignment and retention amid depressed stock price and underwater options; 2024 grants kept at 2023 levels due to retention risk considerations .
- All options priced at closing price on grant date; exercise windows post-termination vary by circumstance (see Employment Terms) .
Equity Ownership & Alignment
| Beneficial Ownership (as of) | Shares | % Outstanding |
|---|---|---|
| Feb 27, 2025 | 1,393,929 | <1% |
| Apr 8, 2024 | 759,520 | <1% |
| Vested and Activity | 2023 | 2024 |
|---|---|---|
| RSUs Vested (shares) | 77,429 | 192,367 |
| Value Realized on Vesting ($) | 100,806 | 207,269 |
| Stock Options Exercised (shares) | — | — |
| Selected Outstanding Option Positions (Dec 31, 2024) | Exercisable | Unexercisable/Unearned | Exercise Price | Expiration |
|---|---|---|---|---|
| 12/13/2024 Time-based | — | 325,000 unexercisable | $1.01 | 12/12/2032 |
| 12/13/2024 Performance-based | — | 325,000 unearned | $1.01 | 12/12/2032 |
| 12/13/2023 Time-based | 108,333 | 216,667 unexercisable | $0.50 | 12/12/2031 |
| 12/13/2023 Performance-based | — | 325,000 unearned | $0.50 | 12/12/2031 |
| 8/15/2022 Mixed | 258,125 | 73,750 unexercisable + 73,750 unexercisable (separate tranches) | $4.91 | 8/14/2030 |
Alignment safeguards:
- Executive stock ownership guidelines: 1× salary for employee NEOs; 5-year compliance window; as of Dec 31, 2024, all employee NEOs met or were within grace period .
- Security Trading Policy prohibits short-term trading, options trading, trading on margin, share pledging, and hedging transactions, reducing misalignment risk .
- Clawback policy adopted June 2023 covers three prior fiscal years for cash and equity incentive compensation upon material financial restatement .
Employment Terms
| Term | Provision |
|---|---|
| Employment Start | Joined Nektar May 2002; current SVP & CLO since July 2022 . |
| Non-solicit / Confidentiality | Indefinite restriction on disclosure of confidential information; one-year non-solicitation of customers and employees post-termination (standard form employment agreement for NEOs) . |
| Severance (No CIC) | Not party to a fixed severance letter; severance would be negotiated; vested options exercisable up to 3 months; Company-paid COBRA for severance period . |
| Change-of-Control (CIC) | Double-trigger plan: requires termination without cause or Good Reason in connection with a change of control; benefits include cash severance, welfare/outplacement, full equity vesting . |
| CIC Good Reason Definition | Material diminution in authority/duties/salary; relocation >50 miles; designated termination timing, etc.; notice and cure required . |
| CIC Economics (as of Dec 31, 2024) | Cash severance: $864,000; welfare/outplacement: $47,722; vesting acceleration: $372,364; estimated total: $1,284,086 . |
| Post-termination Option Exercise | Vested options remain exercisable: generally 3 months for Wilson; 12–18 months for disability/death; Company discretion to extend . |
| Tax Gross-up (Historical) | CIC plan originally included excise tax gross-ups; eliminated for new participants as of Jan 1, 2010; plan text notes gross-ups except for Dr. Zalevsky once 10% cutback threshold is exceeded; board later moved to eliminate gross-ups for new participants . |
Compensation Structure Analysis
- Year-over-year mix: 2023–2024 shifted to options-only grants (50% time-based; 50% performance-based), eliminating RSUs to align with long-term value creation and retention needs; committee explicitly addressed underwater option risk and retention in 2024 review .
- Short-term incentives: Committee discretion overlays corporate performance rating; CEO aligned solely to corporate rating; Wilson awarded above-target payout in 2024 (102%) vs corporate rating (90%), reflecting individual impact (litigation, financings, supply/manufacturing transactions) .
- Governance practices: Double-trigger CIC; clawback policy; independent consultant (Aon); prohibition on hedging/pledging; no option repricing without shareholder approval; strong say-on-pay support (~93% approval in June 2024) .
Related Party Transactions and Risk Indicators
- Interim CFO services via consulting agreement with FLG Partners; disclosed in proxy as outside consultant arrangement (context, not related to Wilson) .
- No pledging permitted under Security Trading Policy, mitigating collateral risk .
- No option exercises disclosed for Wilson in 2023–2024, suggesting limited near-term selling pressure from exercises; RSU vesting occurred from legacy grants (192,367 shares in 2024; 77,429 in 2023) .
Performance & Track Record
- 2023 highlights: Maintained strength of core IP; led Lilly complaint strategy; defended the Company against litigation exposure .
- 2024 highlights: Led litigation strategy vs Eli Lilly; negotiated/drafted agreements for $30M PIPE, $15M royalty sale with HCR, amended UCB supply agreement, and Huntsville facility sale .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~93%; committee reaffirmed compensation design elements post-vote and continues regular shareholder outreach .
Equity Plan & Utilization
| 2024 Executive Grants (Counts) | Stock Options (Avg Exercise Price) | RSUs |
|---|---|---|
| Mark A. Wilson | 650,000 total (50% time-based; 50% performance-based) at $1.01 | — |
| Equity Plan Summary (Dec 31, 2024) | Outstanding Options & RSUs to be Issued | Weighted Avg Exercise Price | Remaining Available for Issuance |
|---|---|---|---|
| Approved Plans | 34,582,000 | $5.58 | 8,277,000 |
Investment Implications
- Alignment: Heavy use of performance-based options tied to rezpegaldesleukin Phase 3 initiation and success aligns Wilson’s long-term upside with key value inflection points .
- Retention risk: Committee noted depressed stock price and underwater options reduce value of legacy equity; repeated option grants at low strikes in 2023–2024 (e.g., $0.50, $1.01) improve retention and potential upside if Phase 3 milestones hit .
- Selling pressure: No option exercises in 2023–2024; RSU vesting adds supply but future selling likely tied to milestone achievements and vesting cadence of performance options .
- Downside protections: Double-trigger CIC with defined Good Reason; strict trading policy prohibitions and clawback enhance governance and reduce misalignment .
- Pay-for-performance posture: Above-target annual bonus in 2024 reflects individual transaction execution amid corporate rating of 90%; option-only LTI concentrates outcomes on clinical and strategic delivery rather than time vest alone .