Wagner M. Zago
PROTHENA CORP PUBLIC LTDAbout Wagner M. Zago
Wagner M. Zago, Ph.D., is Prothena’s Chief Scientific Officer (CSO) since 2017, previously Head of Research (2015–2017), Head of Pharmacology and Neuropathology (2012–2015), and earlier held scientific roles at Elan Pharmaceuticals and Janssen Alzheimer Immunotherapy; he is 52, with a BS in Biomedicine (Universidade Federal de São Paulo), MS/PhD in Pharmacology (Universidade de São Paulo), and post-doctoral research at UC San Diego and the Burnham Institute . Under his scientific leadership, Prothena advanced Alzheimer’s programs (PRX012 subcutaneous antibody; BMS-986446/Tau) and initiated PRX019 Phase 1, while continuing Parkinson’s (prasinezumab with Roche) and AL amyloidosis (birtamimab) efforts, with bonuses tied to strategic R&D milestones and cash burn discipline rather than traditional financial metrics; compensation emphasizes time-vested options and annual cash incentives linked to corporate objectives . Pay-versus-performance disclosures show the value of a hypothetical $100 investment in PRTA stock at $87.49 in 2024, $229.56 in 2023, and $380.61 in 2022, contextualizing stock-linked option value dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prothena | Chief Scientific Officer | 2017–present | Leads neurodegenerative and amyloid R&D portfolio; scientific stewardship of PRX012, PRX019, prasinezumab collaboration |
| Prothena | Vice President, Head of Research | 2015–2017 | Built and directed discovery programs; transitioned to CSO |
| Prothena | Head of Pharmacology & Neuropathology | 2012–2015 | Established core pharmacology and neuropathology capabilities |
| Elan Pharmaceuticals | Scientific positions | 2006–2012 | CNS and inflammation therapeutics research |
| Janssen Alzheimer Immunotherapy | Scientist (concurrent with Elan roles) | 2009–2013 | Alzheimer’s immunotherapy research leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of California, San Diego | Post-Doctoral Researcher | Not disclosed | Advanced academic research foundations in pharmacology/neuroscience |
| Burnham Institute | Post-Doctoral Researcher | Not disclosed | Expanded translational research skills relevant to biotech R&D |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary | $492,000 | FY2024 salary for Zago |
| Target Bonus % | 40% of base | Per employment agreement (consistent with prior target) |
| Actual Bonus Paid (ICP) | $196,800 | 100% of target based on corporate performance; paid for FY2024 |
| Company 401(k) Contributions | $15,525 | 3.0% non-discretionary + 1.5% discretionary matching, reported in SCT |
| FY2025 Initial Base (Agreement) | $518,000 | Employment agreement executed July 30, 2025 |
Performance Compensation
Annual Cash Incentive Plan (ICP) – FY2024
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Progress R&D portfolio to primary 2024 milestones (PRX012, BMS-986446/Tau, PRX019, Novel platform) | 75% (Corporate) | Achieve specified development/option milestones | Corporate performance assessed at 100% | 100% of corporate portion | Metrics outlined; corporate result set at 100% |
| Shareholder base optimization and cash burn guidance | 75% (Corporate) | Meet burn range; investor base targets | Corporate performance assessed at 100% | 100% of corporate portion | Bonus framework tied to strategic execution |
| Individual performance | 25% | Role-specific goals | Assessed by Compensation Committee | Included in overall ICP outcome | Individual weighting disclosed; overall FY2024 bonus outcome aligns with 100% corporate portion |
Equity – Options Granted in FY2024
| Grant Date | Type | Shares | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 2/27/2024 (approved 2/15/2024) | NQSO | 85,000 | $30.30 | $1,707,982 | 25% on first anniversary; remainder monthly over next 36 months | 02/27/2034 |
Program design: Option awards are time-vested (not performance-based), linking executive pay to TSR via share price appreciation; options granted at or above market; no repricing without shareholder approval .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Direct Shares | Shares Acquirable Within 60 Days | Total Deemed Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| March 3, 2025 | — | 453,082 | 453,082 | <1% |
| September 24, 2025 | 85,000 | 482,103 | 567,103 | 1.0% |
Outstanding Equity Awards (FY2024 year-end detail)
| Status | Shares | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|
| Exercisable | 21,000 | $34.61 | 02/24/2026 | Legacy grant |
| Exercisable | 20,000 | $55.00 | 02/22/2027 | Legacy grant |
| Exercisable | 20,000 | $51.32 | 06/09/2027 | Legacy grant |
| Exercisable | 60,000 | $33.10 | 02/21/2028 | Legacy grant |
| Exercisable | 68,750 | $15.04 | 06/21/2028 | Legacy grant |
| Exercisable | 31,250 | $13.53 | 02/27/2029 | Legacy grant |
| Exercisable/Unexercisable | 53,666 / 2,334 | $22.60 | 02/25/2031 | 4-year: 25% at 1 year; monthly thereafter from 02/25/2021 |
| Exercisable/Unexercisable | 60,208 / 24,792 | $32.45 | 02/23/2032 | 4-year from 02/23/2022 |
| Exercisable/Unexercisable | 21,000 / 27,000 | $52.97 | 03/02/2033 | 4-year from 03/02/2023 |
| Unexercisable | 85,000 | $30.30 | 02/27/2034 | 4-year from 02/27/2024 |
- Hedging/pledging: Company policy prohibits hedging, monetization transactions, and pledging of Company securities; anti-pledging reduces alignment risk concerns .
- Ownership guidelines: Not disclosed for executives in the proxy materials .
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At-will; CSO position; full-time duties and reporting per agreement |
| Base salary (initial under agreement) | $518,000 (consistent with current) |
| Target annual bonus | 40% of base salary |
| Severance (without cause / good reason) | 100% of annual base + 100% of target bonus; up to 12 months health coverage; release required |
| Change-in-control (double trigger) | 150% of annual base + 150% of target bonus; up to 18 months health coverage; full acceleration of unvested equity (performance awards at target), and option exercise window extension per agreement |
| Equity eligibility | Eligible for stock options/other equity awards per Board discretion |
| COBRA & career transition | COBRA subsidy as described; company-paid career transition program if started within 60 days of termination |
Investment Implications
- Pay-for-performance alignment: Zago’s FY2024 bonus paid at 100% of target based on corporate execution against R&D and cash discipline goals; long-term incentives are time-vested options directly linked to TSR, emphasizing shareholder value creation via program progress and stock performance .
- Vesting and potential selling pressure: The 85,000 options granted in Feb-2024 began vesting on 2/27/2025 (25%), with monthly vest thereafter; multiple legacy tranches continue monthly vesting across 2025–2034, which can create periodic optionality but also strengthen retention via continued monthly vest .
- Ownership alignment and risk controls: As of Sept 24, 2025, Zago beneficially owned 567,103 shares (1.0%); anti-hedging/pledging policies mitigate misalignment risks; no perquisites or tax gross-ups; no executive retirement plans beyond broad-based 401(k) .
- Retention and change-in-control economics: Double-trigger change-in-control terms (150% base and bonus, equity acceleration) reduce transition risk and ensure continuity; standard severance (100% base and bonus) supports retention while maintaining governance norms .
- Execution track record: 2024 milestones across PRX012, BMS-986446 (Tau), PRX019 Phase 1 initiation, and continued birtamimab development underpin the corporate objectives used in incentive pay; Roche’s prasinezumab PADOVA missed its primary endpoint but showed positive trends, illustrating development risk inherent in the portfolio .
Appendix: Key Tables
Summary Compensation (FY2024)
| Item | FY2024 |
|---|---|
| Salary | $492,000 |
| Non-Equity Incentive Plan (Bonus) | $196,800 |
| Option Awards (Grant-date fair value) | $1,707,982 |
| All Other Compensation (401k) | $15,525 |
| Total | $2,412,307 |
Grants of Plan-Based Awards – FY2024 (ICP Targets)
| Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|
| $89,159 | $198,131 | $297,196 |
Notes on Governance and Shareholder Feedback
- Say-on-Pay: 99% approval of NEO compensation at 2024 AGM, indicating broad shareholder support for pay structure and governance .
- Equity plan guardrails: Minimum vesting requirements, no evergreen, prohibition on liberal share recycling, and no repricing/exchanges without shareholder approval; options granted at or above market .
Investment Implications
- Zago’s incentives are tightly coupled to R&D execution milestones and stock price appreciation via options, supporting a high-beta, milestone-driven equity story; severance and CIC protections mitigate key-person risk. Anti-hedging/pledging policies, absence of perqs/gross-ups, and strong shareholder Say-on-Pay results further reduce governance red flags and align management incentives with long-term value creation .