Mark Goldsmith
About Mark Goldsmith
Mark A. Goldsmith, M.D., Ph.D., is President, Chief Executive Officer, and Chair of the Board of Revolution Medicines (RVMD). He has served as CEO and director since November 2014 and was appointed Chair in 2020; age 63 as of March 31, 2025 . The company’s recent pay-versus-performance disclosure shows cumulative TSR of $151.35 for a hypothetical $100 investment through 2024, with net losses of $600 million in 2024, $436 million in 2023, and $249 million in 2022, contextualizing execution against late-stage oncology development ambitions . Stockholder support for executive pay was strong, with ~99% approval of Say‑on‑Pay in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constellation Pharmaceuticals (acquired by MorphoSys) | President & CEO; Chairman; Interim Executive Chairman; Director | CEO 2009–2012; Chair 2012–2016 and 2017–2021; Director 2009–2021 | Led public biopharma; governance through transition and sale |
| Third Rock Ventures | Partner; Venture Partner | Partner 2013–2015; Venture Partner 2012–2013 | Company creation, portfolio leadership |
| Global Blood Therapeutics | President & CEO; Director | 2012–2014 | Early-stage leadership in hematology |
| Nurix, Inc. | President & CEO; Director | 2012–2014 (CEO), Director 2012–2016 | Targeted protein modulation; early company building |
| UCSF / Gladstone Institute | Faculty physician; lab head | Pre-private sector | Academic and translational research foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nura Bio Inc. | Director | Since Feb 2018 | Neuroscience innovation board service |
| Various consulting (pharma/biotech) | Consultant | Prior to private sector | Industry insights supporting drug development |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 606,667 | 631,121 | 689,167 |
| Target Bonus (% of Salary) | 60% | 60% | 75% |
| Target Bonus ($) | 366,600 | 381,000 | 525,000 |
| All Other Comp ($) | 7,000 | 7,000 | 7,000 |
| CEO Pay Ratio | 25x (FY22) | 31x (FY23) | 28x (FY24) |
Performance Compensation
| Component | Design | Target Weight | Actual Achievement | Payout Linkage |
|---|---|---|---|---|
| Annual Cash Incentive (FY2022) | Corporate R&D and corporate objectives | R&D 70%, Corporate 30% | R&D 84%, Corporate 36% → Total 120% | CEO paid $439,900 |
| Annual Cash Incentive (FY2023) | Corporate R&D and corporate objectives | R&D 65%, Corporate 35% | R&D 80%, Corporate 46% → Total 126% | CEO paid $477,100 |
| Annual Cash Incentive (FY2024) | Corporate R&D and corporate objectives | R&D 75%, Corporate 25% | R&D 98%, Corporate 32% → Total 130% | CEO paid $651,800 |
| Equity Grants | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Options (#, strike, vest) | 363,000 @ $18.56; monthly over 48 months | 363,000 @ $26.50; monthly over 48 months | 314,000 @ $29.80; monthly over 48 months |
| RSUs (#, vest) | 104,000; quarterly over 16 quarters | 104,000; quarterly over 16 quarters | 90,000; quarterly over 16 quarters |
| Grant Date Fair Value – Options ($) | 4,234,032 | 6,540,026 | 6,049,524 |
| Grant Date Fair Value – RSUs ($) | 1,930,240 | 2,756,000 | 2,682,000 |
| Actual Annual Bonus Paid ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CEO | 439,900 | 477,100 | 651,800 |
Clawback: Company adopted a compensation clawback policy in Nov 2023 applicable to current/former officers, triggered by accounting restatements; recovery regardless of misconduct .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,546,402 shares beneficially owned (705,116 outstanding + 1,841,286 options exercisable within 60 days); 1.4% of shares outstanding as of Mar 31, 2025 |
| Indirect Holdings | Includes holdings by Jonathan Goldsmith Revocable Trust and Rebecca Eve Goldsmith Trust, and Mark A. Goldsmith and Anne E. Midler 2002 Revocable Living Trust |
| Anti‑hedging/pledging | Insider trading policy prohibits hedging and pledging of company stock; blackout periods enforced |
| Options – Exercisable | Detailed across grants; e.g., 205,503 @ $0.54 (exp 2028), 520,841 @ $4.73 (exp 2029), etc. |
| Options – Unexercisable | 10,563 (2021 grant), 113,438 (2022), 204,188 (2023), 255,125 (2024) at respective exercise prices |
| RSUs – Unvested | 3,000 (2021 grant, MV $131,220); 32,500 (2022, $1,421,550); 58,500 (2023, $2,558,790); 73,125 (2024, $3,198,488) at $43.74 closing price (12/31/2024) |
| 2024 Realizations | Options exercised: 217,446 shares for $10,163,472 value; RSUs vested: 80,875 shares for $3,262,791 value |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (outside change-in-control) | Lump sum 1x salary + target bonus ($1,201,393), 12 months COBRA ($39,475) |
| Change-in-control (double trigger) | Lump sum 2x salary + target bonus ($2,402,786), 18 months COBRA ($59,212), full accelerated vesting of equity (estimated value $17,256,686) |
| Tax gross-ups | None; no excise tax gross-ups provided |
| Triggers | Qualifying termination without Cause or for Good Reason; CIC window is 3 months before to 18 months after transaction |
Board Governance
- Roles: CEO and Chair since 2020; Board majority independent, with lead independent director Alexis Borisy .
- Committee independence: Audit, Compensation, and Nominating committees comprised entirely of independent directors .
- Committees: Audit (Kim – Chair, Patel, Schroeder) ; Compensation (Anderson – Chair, Borellini, Borisy, Clyburn) ; Nominating (Kim – Chair, Borisy, Weber) ; R&D (Borellini – Chair, Horning, Weber) ; Commercialization (Clyburn – Chair, Anderson, Patel) .
- Attendance: In 2024, Board met 8x; all directors attended ≥75% of meetings; all nine directors attended the annual meeting .
- Director compensation: Employee directors, including Goldsmith, receive no additional director fees .
Compensation Peer Group and Say‑on‑Pay
- Peer group: 2024 decisions benchmarked to Apellis, Arrowhead, Blueprint Medicines, Cerevel, CRISPR, Cytokinetics, Intellia, Intra-Cellular, Karuna, Madrigal; notable changes vs 2023 to align with RVMD’s higher market cap positioning .
- 2024 Say‑on‑Pay approval: ~99% votes in favor .
Related Party Transactions and Red Flags
- Tango Therapeutics collaboration: Supply of RVMD investigational compounds with directors Barbara Weber (CEO of Tango) and Alexis Borisy on Tango’s board; approved by Audit Committee per policy .
- Hedging/pledging prohibited, mitigating alignment risk .
- No option repricings disclosed; strong Say‑on‑Pay outcomes lessen governance concerns .
Performance & Track Record Indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (TSR, $ per initial $100) | 82.42 | 99.24 | 151.35 |
| Net Income (Loss, $mm) | (249) | (436) | (600) |
Vesting Schedules and Potential Selling Pressure
- Options: Monthly vesting across grants; significant unexercisable tranches from 2022–2024 grants remain outstanding, which will convert to exercisable over time .
- RSUs: Quarterly vesting; unvested RSUs total 167,125 shares at 12/31/2024, with scheduled quarterly releases likely contributing to periodic supply; 2024 realized sales show meaningful monetization from exercises and RSU vesting .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives tightly linked to R&D milestones and strategic financing/execution; three consecutive years of above-target payouts reflect strong pipeline progress and capital formation, but should be weighed against continued net losses until commercialization .
- Retention and overhang: Large multi-year equity grants and considerable unvested RSUs/options create retention hooks but also potential stock supply from continuing vesting and exercises; 2024 realized values indicate active liquidity events .
- Governance checks: Dual role CEO/Chair offset by lead independent director and fully independent key committees; robust anti-hedging/pledging and clawback policies mitigate alignment risk .
- Change-in-control economics: Double-trigger accelerated vesting and 2x cash protection provide strong management continuity incentives around strategic transactions; investors should consider potential dilution/overhang effects in M&A scenarios .
- Peer benchmarking and say-on-pay: Evolving peer set toward higher-cap biotechs and sustained >90% say-on-pay support suggest investor comfort with compensation design amid pipeline maturation .