David Mack
About David Mack
David H. Mack, Ph.D. is President, Chief Executive Officer, and a Class III Director at PMV Pharmaceuticals. Age 63, he has served on the board since June 2013 and as CEO since July 2013, with prior roles spanning venture capital and oncology research and 26 issued U.S. patents and 30+ publications . Education: B.A. in Molecular Biology (UC Berkeley), Ph.D. in Molecular Genetics and Cell Biology (University of Chicago), and American Cancer Society Postdoctoral Fellow at Stanford School of Medicine . Recent pay-versus-performance context shows CAP (compensation actually paid) to CEO of $2.17M in 2024 vs. TSR value of a $100 investment at $6.54, and net loss of $(58.7)M in 2024, reflecting challenging equity performance over 2022–2024 ($37.66 in 2022; $13.42 in 2023; $6.54 in 2024) with net losses of $(73.3)M, $(69.0)M, and $(58.7)M respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alta Partners (VC) | General Partner | 2002–2013 | Led biotech investments; industry network and capital formation |
| Eos Biotechnology | VP, Genomics Research | Until 2003 | Built genomics capability; company later acquired by Protein Design Labs |
| Affymetrix | Head of Cancer Biology | 1994–1997 | Directed DNA array technology development in oncology/inflammation |
| Stanford School of Medicine | ACS Postdoctoral Fellow | — | Advanced microbiology/immunology expertise; foundation for oncology leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed for Dr. Mack in the proxy |
Fixed Compensation
- Current base salary (effective Mar 1, 2025): $632,023; target bonus: 55% of base .
- FY2024 base salary set at $610,500 (salary paid: $607,208) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $586,083 | $607,208 |
| Target Bonus % of Base | 55% | 55% |
| Actual Non-Equity Incentive ($) | $295,000 | $335,858 |
| Director Fees (as employee) | $0 | $0 |
Performance Compensation
- 2024 Bonus Plan tied to development, pipeline, and corporate goals; Dr. Mack earned $335,858 for FY2024 under this plan .
- Equity grants emphasize RSUs and stock options; a 2024 one-time option exchange reset strikes and vesting to align retention and incentives.
2024 Cash Incentive Detail
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Development/pipeline/corporate goals | Not disclosed | 55% of base | Achieved | $335,858 | Paid in 2025 |
2024 Equity Grants (CEO)
| Grant Type | Grant Date | Shares/Options | Strike | Expiration | Grant Date FV ($) | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | 01/18/2024 | 519,915 | $1.80 | 01/18/2034 | 698,350 | 1/48 monthly from 02/18/2024 |
| RSUs | 01/18/2024 | 163,890 | — | — | 295,002 | Cliff vest 06/30/2025 |
| Option Exchange (new) | 08/13/2024 | 384,184 | $1.48 | 08/13/2034 | 568,592 | 1/3 on 08/13/2025; then 1/36 monthly |
| Option Exchange (new) | 08/13/2024 | 330,000 | $1.48 | 08/13/2034 | 448,400 | 1/4 on 08/13/2025; then 1/48 monthly |
Option exchange details: Prior options from 2021 (134,584 shares), 2022 (249,600), and 2023 (330,000) were cancelled and exchanged 1-for-1 on 08/13/2024 with new strike $1.48 and delayed cliff vesting; incremental fair value recognized in CAP reconciliations .
Equity Ownership & Alignment
- Beneficial ownership: 2,084,511 shares (3.93% of outstanding) including direct holdings and trusts; options exercisable within 60 days: 1,135,295 shares .
- Policy prohibits hedging, derivative transactions, short sales, and pledging/margin accounts for executives and directors, reducing misalignment risk .
| Component | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 2,084,511 shares; 3.93% | Direct + trusts + options exercisable within 60 days |
| Direct Shares | 579,016 | Held by Dr. Mack |
| Trust Holdings | 370,200 total (147,915 Revocable; 56,978 2020 Descendants’ Trust; 165,307 Stinson 2021) | Disclaims beneficial interest except pecuniary |
| Options Exercisable ≤60 days | 1,135,295 | As of 04/08/2025 |
| Unexercisable Options (12/31/2024) | 1,114,953 | 400,769 + 384,184 + 330,000 unexercisable at year-end |
| Hedging/Pledging Status | Prohibited | Short sales, public options, hedging instruments, pledging banned |
| Ownership Guidelines | Not disclosed | — |
Insider activity: Administrative delays resulted in late Form 4 filings tied to the 2024 option exchange and a 01/22/2025 option exercise; company attributed to administrative error .
Employment Terms
| Provision | Outside Change-in-Control | Within Change-in-Control Window (3 months before to 12 months after) |
|---|---|---|
| Severance Cash | 12 months base salary | 150% of base salary |
| Target Bonus | — | 150% of target bonus |
| COBRA | 12 months | 18 months |
| Equity Acceleration | Pre-IPO time-based awards accelerate to cover 12 months of additional vesting | 100% acceleration of all unvested equity |
| Triggers | Termination without cause or resignation for good reason | Double-trigger within window; termination without cause or for good reason |
| 280G/4999 Treatment | Best-after-tax cutback; no gross-up | Best-after-tax cutback; no gross-up |
Board Governance
- Board service: Class III Director since 2013; CEO since 2013 .
- Independence: Dr. Mack is not independent as CEO; board majority is independent (6 of 7); independent Chair (Richard Heyman) with separated CEO/Chair roles .
- Committees: Compensation (Heyman, Stelzer, Baum), Audit (Stelzer-chair, Flowers, Heyman), Nominating & Governance (Baum-chair, Gallagher, Heyman). Dr. Mack does not serve on committees .
- Attendance: Each director attended at least 75% of board/committee meetings in FY2024; board met seven times .
Director Compensation (Mack-specific)
- As an employee, Dr. Mack received no director cash retainers or equity under the Outside Director Compensation Policy in FY2024 .
Compensation Structure Analysis
- Mix shift: Significant equity emphasis with large option grants and RSU award in 2024; CAP reconciliation reflects valuation changes from the 2024 option exchange .
- Option Exchange/Repricing Risk: One-time exchange on 08/13/2024 reset strikes to $1.48 and introduced cliff vesting; incremental fair value recognized, indicating potential pay smoothing/retention strategy (flag for governance review) .
- Incentive metrics: Cash bonus tied to development/pipeline/corporate goals; specific weightings/targets not disclosed (limits pay-for-performance transparency) .
- Consultant independence: Pearl Meyer engaged for program design and peer group development; independence assessed with no conflicts .
Performance & Track Record
| Year | CEO SCT Total ($) | CEO CAP ($) | Avg NEO SCT ($) | Avg NEO CAP ($) | TSR $100 Value | Net Loss ($000) |
|---|---|---|---|---|---|---|
| 2022 | 3,576,440 | (519,251) | 2,129,278 | (599,868) | 37.66 | (73,317) |
| 2023 | 2,209,795 | 513,651 | 1,178,729 | 399,137 | 13.42 | (68,960) |
| 2024 | 4,760,281 | 2,166,091 | 1,654,265 | 1,011,546 | 6.54 | (58,709) |
Highlights: Declining TSR and net losses improve modestly in 2024; bonus tied to operational milestones rather than TSR or net income metrics .
Risk Indicators & Red Flags
- Option exchange/repricing in 2024 with increased incremental fair value and delayed cliff vesting (retention vs. shareholder optics) .
- Late Form 4 administrative filings (October 2024 and January 2025) noted by company .
- Hedging/pledging strictly prohibited for executives/directors, a positive alignment feature .
- Related party consulting fees to directors (not Mack), including Baum ($100,000) and Levine ($100,000); Heyman waived SAB compensation .
Equity Supply Watch (Vesting & Insider Selling Pressure)
- RSUs: 163,890 vest on 06/30/2025, potentially increasing deliverable shares mid-year .
- Options: New 2024 exchange grants introduce cliffs on 08/13/2025 (1/3 and 1/4) followed by monthly vesting, creating staged potential supply thereafter .
- Beneficial ownership includes large tranche of options currently exercisable within 60 days (1,135,295), but pledging and hedging are prohibited, which mitigates leverage-related selling risk .
Compensation Committee Analysis
- Members: Heyman (Chair), Stelzer, Baum; all independent and non-employees .
- Consultant: Pearl Meyer; remit includes design, peer group development, market data; engagement assessed for independence with no conflicts .
- Interlocks: None disclosed; no executive officer served on another company’s board/committee with reciprocal PMVP executives .
Employment Contracts & Change-of-Control Economics
- At-will employment; current base salary $632,023 and target bonus 55% (as of Mar 1, 2025) .
- Change-in-control (double-trigger): 150% base + 150% target bonus lump sum, 18 months COBRA, and 100% acceleration of all unvested equity .
- Outside change-in-control: 12 months base, 12 months COBRA, and acceleration of pre-IPO time-based awards equivalent to 12 months of vesting .
- 280G treatment: Best net-of-tax cutback; no excise tax gross-ups .
Board Service History and Dual-Role Implications
- Board tenure: Director since 2013; CEO since 2013 .
- Committees: None; Dr. Mack is not independent by virtue of his CEO role .
- Dual-role considerations: Independent chair, majority independent board, and separated CEO/Chair mitigate independence concerns; attendance thresholds met in 2024 .
Investment Implications
- Alignment: Large direct and trust holdings plus significant in-the-money options indicate meaningful exposure; hedging/pledging prohibitions strengthen alignment .
- Near-term supply: RSU cliff on 06/30/2025 and option cliffs on 08/13/2025 may increase tradable shares, a potential overhang; monitor Form 4s around those dates .
- Pay-for-performance: Cash bonus tied to operational objectives; lack of disclosed weightings/targets limits transparency. The 2024 option exchange raises governance red flags despite retention rationale; evaluate say-on-pay outcomes post-AGM .
- Downside protection: Rich CoC terms with full acceleration pose takeover-event dilution risk; however, no tax gross-ups and best-after-tax cutback are shareholder-friendlier features .