Michael Zinda
About Michael Zinda
Michael Zinda, Ph.D., age 54, is Executive Vice President and Chief Scientific Officer (CSO) of Repare Therapeutics (RPTX). He has served as CSO since May 2019 and previously served as EVP, Head of Research & Development of Repare Therapeutics USA Inc. from June 2017 to May 2019 . He holds a B.Sc. in biology from Minnesota State University Moorhead and a Ph.D. in molecular biology from Vanderbilt University, with post-doctoral training at Princeton University and Eli Lilly & Company . Repare’s compensation program for 2024 awarded corporate goal achievement at 70% and assessed Dr. Zinda’s individual performance at 100%, resulting in a 31% of salary annual bonus payout for him . His employment agreements (2017; updated 2020 and amended July 2023) and severance terms (amended June 2025) set key economic protections and retention incentives (details below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Repare Therapeutics USA Inc. | EVP, Head of Research & Development | Jun 2017 – May 2019 | Led US R&D leadership; role preceded promotion to CSO . |
| Repare Therapeutics Inc. | EVP, Chief Scientific Officer | May 2019 – present | Executive leadership of scientific strategy and portfolio . |
| AstraZeneca | Executive Director, Head of Cancer Bioscience | 2001 – May 2017 | Served on global science leadership team, oncology research board and Acerta research/early development teams (strategy, collaborations/partnerships, portfolio delivery) . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 463,000 | 474,500 |
| Target Bonus (% of base) | 40% (per employment agreement) | 40% (per employment agreement) |
| Actual Annual Bonus ($) (Non-Equity Incentive) | 180,570 | 147,095 |
| Actual Annual Bonus (% of base) | — | 31% (70% corporate goal achievement; 100% individual assessment; weighting 75%/25%) |
| Retention Cash Bonus Paid in Year ($) | — | 28,750 (25% of $115,000 retention; balance scheduled May 31, 2025) |
| All Other Compensation ($) | 11,252 | 10,808 |
Notes:
- Benefits/perquisites: NEOs receive standard employee benefits (e.g., medical, retirement contributions of 3% of base in US 401(k)/Canada plan). Company states it does not provide significant perquisites to NEOs .
- Clawback: Company has an Incentive Compensation Recoupment Policy compliant with Rule 10D-1/Nasdaq .
Performance Compensation
2024 Cash Incentive Design and Payout (Annual)
| Component | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Corporate goals | 75% | Part of 40% of base salary target | 70% achievement | Discretion-based assessment; not formulaic, but 70% corporate applied within design . |
| Individual performance | 25% | Part of 40% of base salary target | 100% assessment | Individual weighting applied (Dr. Zinda 25%) . |
| Resulting annual bonus | — | 40% of base | 31% of base = $147,095 | Board approved . |
Equity Awards Granted and Vesting
| Grant | Grant Date | Instrument | Quantity | Exercise Price | Vesting Schedule |
|---|---|---|---|---|---|
| Annual equity (2024) | Mar 1, 2024 | Stock Options | 85,000 | $6.95 | 25% on Mar 1, 2025; remainder monthly over 36 months to Mar 1, 2028, continuous service required . |
| Annual equity (2024) | Mar 1, 2024 | RSUs | 14,000 | — | One-third on each of the first, second, third anniversaries of Mar 1, 2024 (fully vests by Mar 1, 2027), continuous service required . |
| Annual equity (2025) | Mar 4, 2025 | Stock Options | 85,000 (annual) | — | 25% on Mar 4, 2026; remainder monthly over 36 months to Mar 4, 2029 . |
| Retention equity (2025) | Mar 4, 2025 | Stock Options | 75,000 (retention) | — | 100% vests on one-year anniversary of grant (Mar 4, 2026) or upon earlier involuntary termination of continuous service . |
| Annual equity (2025) | Mar 4, 2025 | RSUs | 14,000 | — | One-third on each of the first, second, third anniversaries of Mar 4, 2025 (fully vests by Mar 4, 2028), continuous service required . |
Outstanding, as of Dec 31, 2024 (selected):
- Unexercised options (exercisable/unexercisable) include strikes $2.06, $2.42, $20.00, $36.91, $15.63, $12.42, $6.95 across various grants; RSUs outstanding include 16,367 (2013 RSU grant cohort) and 14,000 (2024 RSUs) with stated market values based on $1.31/share at 12/31/2024 .
- Market value basis: $1.31/share as of 12/31/2024 per proxy methodology .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares owned | 48,781 common shares held directly . |
| Options exercisable or exercisable within 60 days (as of Apr 15, 2025) | 518,530 common shares underlying options (exercisable or within 60 days) . |
| Total beneficial ownership | 567,311 shares, representing 1.3% of shares outstanding (based on 42,891,403 shares outstanding) . |
| Unvested RSUs (as of Dec 31, 2024) | 16,367 and 14,000 (market values $21,441 and $18,340 respectively, at $1.31/share) . |
| Pledging/Hedging | Company policy prohibits hedging, short sales, derivatives, purchasing on margin, and pledging of company shares as collateral; applies to officers and employees . |
| Ownership guidelines | Not disclosed in proxy . |
Observations:
- As of 12/31/2024, all listed option strikes exceed $1.31 share price (e.g., $2.06–$36.91), indicating options were out-of-the-money at year-end (reduces near-term exercise-related selling pressure) .
- RSU vesting dates (Mar 1 and Mar 4 anniversaries) create periodic deliverable share events that can be monitored for Form 4 filings and potential incremental float .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreements | Original agreement August 2017 (effective Jun 14, 2017); new agreement June 2020 effective at IPO; amended July 2023 (to cover RSU-related termination/CIC provisions) . |
| Target bonus | 40% of base salary; must remain employed through Feb 15 of following year to qualify for target bonus consideration . |
| 2024 retention bonus | $115,000 cash retention award (25% paid Dec 31, 2024; 75% due May 31, 2025 subject to continued employment or earlier involuntary termination by company without cause) . |
| Severance (pre-amendment; as of 12/31/2024) | If involuntary termination without cause or resigns for good reason (outside CIC): 7 months base salary (paid monthly), COBRA premiums up to 7 months, acceleration of time-based options scheduled to vest in 6 months following termination; vested options exercisable up to 9 months (ISOs excluded) . |
| Severance (amended Jun 13, 2025) | If involuntary termination without cause or resigns for good reason (outside CIC): lump sum equal to 9 months base salary; company-paid COBRA up to 12 months; 9 months vesting acceleration of all unvested outstanding equity awards from separation date; pro-rated target bonus for time served in year of separation; if CIC occurs within 90 days after separation, eligible for CIC benefits under Section 5.7(c) of employment agreement . |
| Change in control (CIC) | Double-trigger: within 90 days before or 12 months after a CIC, if terminated without cause/not due to death/disability or resigns for good reason, eligible for CIC severance per employment agreement (specific multiple not enumerated in proxy excerpts) . |
| Death/Disability | COBRA up to 7 months; acceleration of time-based options scheduled to vest in the 12 months following termination; vested options (non-ISO) exercisable up to 12 months . |
| Non-compete enforcement consideration | If company elects to enforce non-compete after a for-cause termination or resignation: Company agrees to provide the greater of (x) continuing salary payments for one year at no less than 50% of highest annualized base salary within prior two years or (y) accelerated vesting of time-based options that would have vested with an additional 12 months of service . |
| Clawback | Incentive Compensation Recoupment Policy compliant with Rule 10D-1/Nasdaq and covering stock price/TSR-based awards for three completed fiscal years prior to restatement determination . |
| Anti-hedging/pledging | Hedging, short selling, options trading in company shares, margin purchases, and pledging are prohibited by policy . |
Compensation Structure Analysis
| Component | 2023 | 2024 | Commentary |
|---|---|---|---|
| Salary ($) | 463,000 | 474,500 | Modest 2.5% increase YoY. |
| Stock awards ($) | 304,911 | 97,300 | Shift down in RSU grant-date fair value. |
| Option awards ($) | 870,016 | 431,800 | Lower option grant value YoY; retains high equity-at-risk mix. |
| Non-equity incentive ($) | 180,570 | 147,095 | Bonus moderated with 70% corporate goal achievement . |
| Special/retention cash ($) | — | 28,750 paid (25% of $115k retention) | Retention signal amid Aug 2024 workforce reduction . |
Signals:
- Greater reliance on options and multi-year vesting aligns pay with long-term equity value; 2025 added a one-year “retention” option (75k) to bridge near-term retention risk .
- Policy bans on hedging/pledging improve alignment with shareholder outcomes .
- Clawback policy reduces risk of windfalls from misstated results .
Investment Implications
- Alignment and dilution: Zinda’s equity is predominantly option-based with longer vesting and higher strikes than year-end share price ($1.31), creating strong upside alignment but limited near-term in-the-money optionality; RSU tranches vest annually and represent the primary source of near-term deliverable shares .
- Retention and severance economics: The June 2025 amendment materially enhances off-cycle severance (9 months base, 12 months COBRA, 9 months vesting acceleration, pro-rated target bonus), explicitly addressing retention risk and potentially smoothing leadership continuity through strategic events; CIC treatment remains double-trigger via employment agreement .
- Trading watchpoints: RSU anniversary dates (Mar 1 and Mar 4) are predictable potential supply moments; monitor related Form 4 filings and blackout windows under the insider trading policy .
- Pay-for-performance: 2024 cash bonus reflected 70% corporate goal achievement and 100% individual assessment with a 75%/25% weighting, paying out at 31% of salary; continued discretionary evaluation implies room for judgment-based calibration vs. formulaic metrics .
- Governance safeguards: Anti-hedging/pledging policy and a Rule 10D-1-compliant clawback reduce misalignment and headline risk in the event of restatements .