Michael Metzger
Syndax PharmaceuticalsAbout Michael Metzger
Michael A. Metzger (age 54) is CEO of Syndax Pharmaceuticals (since Feb 2022) and a director (since Jul 2019). He previously served as Syndax’s President & COO (2015–2022). Biography highlights include executive roles at Regado (oversaw merger with Tobira), Mersana (COO), Forest Laboratories (led M&A), Onconova (Corp Dev), and venture firm MESA Partners; he currently serves on the board of Pyxis Oncology and previously served on the board of CTI Biopharma . The Board is majority independent; the Chair role is separate from the CEO, with independence oversight structures in place . Key pay-performance linkages include a 2022 CEO performance option tied to a $30 stock-price hurdle and product approval, and 2024 PRSUs tied to first-year sales of Revuforj (revumenib) . 2024 corporate goals were achieved at 105%, driven by two FDA approvals (revumenib and axatilimab), U.S. launch execution, and a $350M Royalty Pharma funding agreement .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regado Biosciences | President & COO; later CEO and Director | 2013–2015 | Oversaw successful merger with Tobira Therapeutics (2015) |
| Mersana Therapeutics | EVP & COO | 2011–2013 | Operational leadership at oncology biotech |
| Forest Laboratories (acquired by Allergan) | Senior BD roles; led M&A | 2006–2011 | Led mergers and acquisitions; multiple transactions |
| Onconova Therapeutics | VP Corporate Development | Prior to 2006 | Corporate development lead |
| MESA Partners (VC) | Managing Director | Prior to Onconova | Venture investing and company building |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pyxis Oncology | Director | Current | Public company directorship |
| CTI Biopharma | Director | Prior | Public company directorship |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 640,000 | 678,400 | 715,000 |
| Target bonus (% of salary) | 60% | 60% | 70% |
| Actual annual incentive paid ($) | 403,200 | 417,216 | 515,515 |
- 2025 update: Effective Jan 1, 2025, base salary increased to $754,300 with target bonus 75% .
Performance Compensation
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Annual plan metrics and payouts:
- 2024 corporate score: 105%, reflecting U.S. approvals for Niktimvo (axatilimab) on Aug 14, 2024 and Revuforj (revumenib) on Nov 15, 2024, U.S. launch execution, positive pivotal data (NPM1), and $350M Royalty Pharma funding; CEO’s payout $515,515 .
- 2023 corporate score: 102.5%, reflecting pivotal data milestones, filings and organizational execution; CEO’s payout $417,216 .
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Long-term incentives (key recent grants and terms):
| Grant | Vehicle | Shares/Units | Exercise Price | Grant-date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| Feb 7, 2024 | Stock Options | 214,500 | 22.28 | 3,208,211 | Monthly over 4 years |
| Feb 7, 2024 | RSUs | 107,250 | — | 2,389,530 | 1/3 annually over 3 years |
| Feb 7, 2024 | PRSUs | 39,000 | — | 868,920 | Earned based on first-12‑months Revuforj revenue; 1/3 on goal, then 1st and 2nd anniversaries |
| Feb 2, 2023 | Stock Options | 410,000 | 28.55 | 8,023,803 | Monthly over 4 years |
| Feb 2, 2022 | Performance Options | 80,000 | 15.79 | Included in 2022 value | Half vests at $30 stock price; half on meaningful regulatory approval; 10-year term |
| Feb 2, 2022 | Standard Options | 245,000 | 15.79 | 3,062,276 | Monthly over 4 years |
- Most important financial performance measures linking CAP to outcomes: Stock price; Sales of Revuforj .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outst. | Composition/Notes |
|---|---|---|---|
| Michael A. Metzger | 1,628,949 | 1.9% | 300,121 shares + 1,328,828 options exercisable within 60 days (Mar 7, 2025) |
- Hedging/pledging: Company policy prohibits hedging and pledging by officers and directors .
- Rule 10b5-1 plans may be used subject to policy .
Employment Terms
- Current role/tenure: CEO since Feb 2022; at-will; eligible for annual bonus per Board-set objectives .
- 2025 compensation terms: Base $754,300; target bonus 75% .
- Severance (CEO):
- Without Cause/Good Reason, CIC window (3 months before/12 months after): 24 months base + 24 months target bonus (lump sum), 24 months health, full equity acceleration; options exercisable up to 12 months .
- Without Cause/Good Reason (non‑CIC): 12 months base (lump sum), pro‑rata target bonus for year worked, 18 months health, 12 months of additional option vesting; options exercisable up to 12 months .
- Illustrative CIC/Non‑CIC payout values (as of Dec 31, 2024):
- CIC: Cash $2,431,000; LTI $12,486,917; Health $70,584; Total $14,988,502 .
- Non‑CIC: Cash $1,215,500; LTI $5,340,618; Health $52,938; Total $6,609,057 .
- Clawback: Incentive compensation recoupment policy adopted Oct 2023 (Rule 10D-1/Nasdaq 5608 compliant) .
- Change-in-control vesting approach: Double-trigger for time-based awards; CIC-alone acceleration if awards not assumed per plan provisions .
Board Governance (Metzger as Director)
- Board service: Class I director; term expires 2026; director since 2019 .
- Independence: All directors except Metzger (CEO) are independent; all committees composed solely of independent directors .
- Roles/Committees: Board has Audit, Compensation, Nominating & Corporate Governance, and Science & Technology committees; CEO is not listed as a committee member .
- Leadership structure: Independent Chair (Podlesak) separate from CEO .
- Attendance: Board held 4 meetings in FY 2024; no director <75% attendance .
Say‑on‑Pay & Shareholder Feedback
- 2024 AGM (covering 2023 NEO pay): ~98.6% support for 2022 pay in prior year; for 2023 pay, 2024’s result discussed as 102.5% performance outcome (pay plan unchanged); in 2025 proxy, 2024 say‑on‑pay (covering 2023 pay) noted, and 2024/early‑2025 engagement with ~65% of outstanding shares, no compensation issues raised .
- 2025 AGM (covering 2024 NEO pay): approx. 75% support excluding broker non‑votes/abstentions; Compensation Committee introduced PRSUs in 2024 and continued in 2025 to strengthen pay‑for‑performance .
Compensation Peer Group (benchmarking, positioning)
- 2024 peer group (21 companies): Agios, Amicus, Arcus, Arvinas, Blueprint, BridgeBio, Cytokinetics, Day One, Deciphera, Exelixis, Geron, Halozyme, ImmunoGen, Karuna, Kura, Mirati, Replimune, SpringWorks, TG Therapeutics, Vericel, Xencor .
- Positioning: Competitive market positioning with variations by executive; independent consultant Aon engaged .
Related‑Party Transactions (conflicts)
- Company discloses no related‑party transactions since Jan 1, 2024; policy requires Board/committee approval of any >$120K related‑party transactions .
Company Performance Context (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | —* | —* | 23,680,000* |
| Net Income ($) | (149,338,000)* | (209,360,000)* | (318,758,000)* |
Values retrieved from S&P Global.*
Compensation Structure Analysis (signals)
- Mix shift to performance equity: Introduction of PRSUs in 2024 (Revuforj commercial revenue target) and continuation in 2025 increases at‑risk, outcome‑based equity; aligns with launch execution .
- CEO legacy performance options: 2022 performance options tie half to a rigorous $30 stock price and half to meaningful regulatory approval—clear linkage to shareholder outcomes and regulatory execution .
- Cash vs equity: CEO “at‑risk” target compensation 91% in 2024, indicating strong performance orientation .
- CIC protections: February 2024 enhancements increased CIC severance (CEO to 24 months; other NEOs to 18 months), which improves retention through volatility but can be viewed as more shareholder‑unfriendly; remains double‑trigger for time‑based awards .
- Governance practices: No hedging/pledging; no excise tax gross‑ups; no options below FMV; clawback policy—generally favorable to investors .
Vesting Schedules and Potential Selling Pressure
- Near‑term vesting supply:
- 2024 RSUs (107,250) vest 1/3 annually over 3 years (from Feb 2024) .
- 2024 PRSUs (39,000) earned on 12‑month Revuforj sales; 1/3 on achievement, then 1‑ and 2‑year anniversaries—front‑loaded vest on commercial success could create event‑linked supply .
- 2024 options vest monthly over 4 years—steady supply potential; CEO has 1,328,828 options exercisable within 60 days as of Mar 7, 2025, indicating significant in‑the‑money leverage if price appreciates .
- Controls: 10b5‑1 plans permitted; insider trading policy governs trading windows .
Equity Ownership & Alignment (detailed)
- Beneficial ownership: 1.9% stake signals meaningful skin-in-the-game via options and shares .
- Pledging/Hedging: Prohibited—reduces misalignment and margin‑call risk .
Employment & Contracts (retention, transition)
- At‑will with enhanced CIC benefits; double‑trigger equity acceleration; robust health continuation duration (24 months for CEO under CIC) .
- Non‑CIC severance provides 12 months base, pro‑rata bonus and limited post‑termination option vesting—balanced retention vs cost .
Performance & Track Record
- Execution milestones: 2024 FDA approvals for Niktimvo (Aug 14, 2024) and Revuforj (Nov 15, 2024), U.S. launch, first‑ever positive NPM1 pivotal data, and $350M Royalty Pharma funding; corporate goal over‑achievement (105%) .
- Pay vs performance: CAP tied to stock price and Revuforj sales; annual cash tied to R&D, launch, and organizational goals with scoring and caps .
Board Service History, Committees, Dual‑Role Implications
- Board tenure: Director since 2019; Class I term to 2026 .
- Committees: All committees are independent‑only; CEO not on committees—mitigates conflicts .
- Leadership structure: Independent Chair (Podlesak) separate from CEO, supporting oversight of management and compensation decisions .
- Independence: Board determined Metzger is non‑independent due to management role; all others are independent .
Investment Implications
- Positives: Strong pay‑for‑performance design (price‑hurdle options, Revuforj PRSUs), prohibited hedging/pledging, clawback, independent Chair, independent committees, and clear execution against critical clinical/commercial milestones (two 2024 approvals and launch) .
- Watch items: Elevated CIC severance (24 months base+bonus; full acceleration) and 2024 CIC benefit enhancements—good for retention but potential shareholder cost if strategic activity arises . Large pool of exercisable options and staged RSU/PRSU vesting could create periodic selling pressure depending on stock price and Revuforj sales attainment .
- Alignment: 1.9% beneficial stake (including options) and at‑risk mix (91% for CEO) align incentives with shareholders and commercial performance of newly launched assets .