Gavin MacBeath
About Gavin MacBeath
Gavin MacBeath, Ph.D., is Chief Executive Officer and a director of TScan Therapeutics (TCRX). He became acting CEO on March 28, 2023 and was appointed CEO on May 24, 2023; age 55 as of April 30, 2025 . His background includes two decades across academia and industry, with roles at Harvard, co-founding Merrimack Pharmaceuticals, and serving as CSO at Abpro; education includes an undergraduate degree from the University of Manitoba, a Ph.D. from The Scripps Research Institute, and postdoctoral training with Dr. Stuart Schreiber at Harvard . Company performance is pre-commercial with revenues primarily from collaborations (e.g., Amgen upfront and R&D revenue recognition of $2.8M in 2024 and $14.2M in 2023; Novartis collaboration revenue of $5.8M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merrimack Pharmaceuticals | Head of Translational Research | 2010–2014 | Led translational research; later SVP of Discovery |
| Merrimack Pharmaceuticals | SVP, Discovery | 2014–2016 | Drove discovery programs |
| Abpro Corporation | Chief Scientific Officer | Mar 2017–Jul 2018 | Advanced T cell-engaging bispecific antibodies through pre-clinical development |
| Harvard University | Assistant/Associate Professor, Chemistry & Chemical Biology | Not disclosed | Academic research and teaching |
| Harvard Medical School | Lecturer and Principal Investigator | Not disclosed | Led research programs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Harvard’s Bauer Center for Genomics Research | First Fellow | Not disclosed | Early academic fellowship |
| Harvard University / Harvard Medical School | Lecturer/PI | Not disclosed | Academic leadership roles |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $545,121 | $620,000 |
| Target Bonus (% of salary) | 50% | 55% |
| Actual Annual Bonus ($, Non-Equity Incentive) | $296,000 | $392,000 |
| All Other Compensation ($) | $12,392 (401k match) | $13,727 (401k match) |
| Total Compensation ($) | $3,196,054 | $1,760,671 |
Performance Compensation
- Annual cash incentive is based on corporate and individual goals related to product development and advancement of pre-clinical studies; participants must be employed through the payment date. Target bonus for MacBeath was 50% in 2023 and 55% in 2024 .
- Equity is granted primarily in stock options; standard vesting is 25% at the first anniversary of the vesting commencement date, then 1/48th monthly thereafter .
- Clawback policy: adopted Sept 21, 2023 (effective Oct 2, 2023) to recover incentive-based compensation after a financial restatement, for the prior three fiscal years .
Key Option Awards Outstanding (as of Dec 31, 2024)
| Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/3/2018 | 35,302 | — | 1.97 | 1/24/2029 |
| 12/5/2019 | 52,575 | — | 2.46 | 12/18/2029 |
| 1/25/2021 | 163,106 | 3,471 | 5.82 | 1/27/2031 |
| 1/18/2022 | 102,083 | 37,917 | 4.85 | 1/18/2032 |
| 7/25/2022 | 60,416 | 39,584 | 3.27 | 7/25/2032 |
| 2/2/2023 | 18,333 | 21,667 | 1.81 | 2/2/2033 |
| 5/24/2023 | 212,285 | 324,015 | 2.49 | 6/13/2033 |
| 2/2/2024 | — | 585,000 | 2.49 | 6/13/2033 |
| 1/12/2024 | — | 160,000 | 6.00 | 1/12/2034 |
Change-of-control terms for equity: 100% of unvested equity vests if terminated without cause or resigns for good reason in the three months prior or 12 months following a change of control .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Feb 28, 2025 | 985,989 | 1.88% | 49,767 shares owned + 936,222 options vested/exercisable within 60 days |
| Apr 30, 2025 | 1,051,041 | 1.97% | Not broken out in proxy; total reflects options exercisable within 60 days counted in SEC beneficial ownership |
- Pledging/Hedging: Insider trading policy addresses risks of pledging and margin accounts and is filed as an exhibit; company prohibits derivative transactions and purchases of derivative securities by insiders . Late Section 16(a) Form 4 filings were noted for MacBeath in 2024 for an option grant (one late filing) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | 2021 agreement; superseded by 2023 CEO agreement effective May 25, 2023 |
| At-will employment | Employment is at-will; severance applies upon qualifying terminations |
| Severance (no CIC) | 18 months base salary continuation + employer COBRA share up to 18 months, subject to release |
| Severance (CIC window) | Lump sum 1.5x base salary + target bonus; pro-rata target bonus; COBRA premiums up to 18 months; 100% acceleration of unvested equity if terminated without cause or resigns for good reason in the 3 months prior/12 months post-CIC |
| Non-compete / Non-solicit | One-year post-termination non-compete and non-solicit; auto-extends by one year upon certain breaches; restrictive covenants not enforceable for qualifying CIC terminations |
| Clawback | Compensation Recovery Policy effective Oct 2, 2023 (SEC/Nasdaq Rule 10D-1 compliant) |
Board Governance
- Board service: Director since 2023; currently CEO and director; board determined MacBeath is not independent (as an executive), with all other directors independent .
- Leadership structure: Chair and CEO roles are separated, which the board believes improves governance and oversight .
- Committees: MacBeath serves on the Research and Clinical Development Committee; committee met five times in 2024 . He is not on the Audit, Compensation, or Nominating & Corporate Governance Committees (which are fully independent) .
- Attendance: Board met four times in 2024; all directors met ≥75% attendance except one departing director; directors are expected to attend the annual meeting .
Director Compensation
- Policy applies to non-employee directors only; cash fees and annual option grants (47,500 options for new/elected directors; 47,500 options at each annual meeting; specific committee fees and chair premiums noted). As an employee director, MacBeath does not receive non-employee director compensation under this policy .
Compensation Structure Analysis
- Mix shift: Option grant-date fair value declined from $2.34M (2023) to $0.73M (2024); cash bonus rose from $296k to $392k; base salary increased from $545k to $620k .
- Incentive framework: Bonuses tied to corporate and individual R&D milestones; options vest with a one-year cliff then monthly, aligning tenure with long-term value creation .
- Plan features: Equity plan permits the Compensation Committee to reprice outstanding options and modify awards (discretionary power), a governance sensitivity to monitor even if unused .
Related Party Transactions and Policies
- No related party transactions >$120,000 since Jan 1, 2024 outside compensation arrangements; audit committee oversees related party transactions per policy .
- Historical nomination rights for Baker Bros. expired July 20, 2024; board independence maintained .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting items were director elections and audit firm ratification; no say-on-pay vote reported. MacBeath was elected as a Class I director with 31,204,939 votes for and 306,052 withheld .
Investment Implications
- Severance/Change-of-Control: 1.5x base + target bonus, pro-rata bonus, COBRA, and full equity acceleration under double-trigger conditions raise potential CIC costs but align retention through defined windows .
- Ongoing vesting supply: Large 2024 option grants (e.g., 585,000 options at $2.49) vest monthly post-cliff, which may incrementally increase potential insider sales capacity over time; monitor 10b5-1 plans and Form 4s for selling pressure .
- Alignment and ownership: Beneficial ownership of ~2% indicates meaningful skin-in-the-game primarily via options; hedging/derivatives are prohibited and pledging risks are explicitly policed via the insider trading policy, reducing misalignment risk .
- Governance: Separation of chair/CEO and fully independent Audit/Comp/Nom-Gov committees mitigate dual-role risks; MacBeath’s service on the R&D committee reflects domain stewardship without encroaching on compensation or audit oversight .