Zoran Zdraveski
About Zoran Zdraveski
Zoran Zdraveski, J.D., Ph.D., is Chief Legal and Strategy Officer and Secretary at TScan Therapeutics (TCRX), serving in the role since September 2021; he is 55 years old as of April 30, 2025 and has over 20 years of biopharma legal/IP and operations experience . His education includes a Ph.D. in Biochemistry (MIT), a J.D. (Suffolk University Law School), an M.S. in Chemistry, and dual B.F.A./B.A. in Art and Chemistry (Southern Methodist University), reflecting both scientific and legal credentials aligned to IP-rich therapeutics . Before TScan, he built legal functions and managed IP/compliance pre- and post-IPO at Magenta Therapeutics and Epizyme; he also held patent counsel roles at Ironwood and Genzyme . The proxy does not disclose executive-specific TSR or revenue/EBITDA growth metrics tied to his compensation; annual cash bonuses are based on corporate and individual goals related to product development and advancement of pre-clinical studies without published metric weightings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magenta Therapeutics, Inc. | Chief Legal and Technology Operations Officer | 2017–2021 | Established legal team; managed legal, IP, and compliance pre- and post-2018 IPO |
| Epizyme Inc. | Vice President and Associate General Counsel | 2012–2017 | Built legal function; managed legal, IP, and compliance around 2013 IPO |
| Ironwood Pharmaceuticals, Inc. | Patent Counsel | 2011–2012 | Patent and IP counsel responsibilities |
| Genzyme Therapeutics | Patent Counsel | 2009–2011 | Patent and IP counsel responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| gMendel Aps | Chair of the Board; Director | Since 2023 | Currently serves as chair and director |
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base salary (rate) ($) | $475,000 |
| Salary earned ($) | $441,000 |
| Target bonus (% of base) | 40% |
| Actual bonus paid ($) | $203,000 (performance-based cash) |
| Option awards (grant-date fair value, ASC 718) ($) | $924,566 |
| All other compensation ($) | $13,200 |
| Total compensation ($) | $1,581,766 |
Performance Compensation
- Annual incentive design: Cash bonus eligibility based on corporate and individual goals related to product development and advancement of pre-clinical studies, with target set as a percentage of base salary; specific metric weightings/targets are not disclosed .
Annual Cash Bonus Details (2023)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate and individual goals (product development; pre-clinical advancement) | Not disclosed | 40% of base salary | $203,000 | Paid as cash bonus | N/A |
Stock Options (Design and Timing)
- Options granted at fair market value, with new-hire/time-based vesting: 25% cliff at first anniversary, then 1/48 monthly; 100% unvested options accelerate upon change of control per outstanding award terms .
- Company generally grants annual equity awards in Q1 and does not time awards around MNPI; blackout around filings observed in 2024 practice description (applies to NEOs covered; design is company-wide) .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | Mar 31, 2023 | Mar 31, 2024 |
|---|---|---|
| Shares beneficially owned (#) | 95,549 | 243,152 |
| Ownership (% of outstanding) | Less than 1% (based on 19,480,729 shares) | Less than 1% (based on 43,628,149 shares) |
| Direct shares owned (#) | Not disclosed | 4,716 |
| Options exercisable within 60 days (#) | Not disclosed | 238,436 |
Outstanding Equity Awards (as of December 31, 2023)
| Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|---|
| 9/7/2021 | 62,129 | 43,379 | 8.99 | 9/7/2031 |
| 9/7/2021 | 22,246 | 22,246 | 6.16 | 9/7/2031 |
| 1/18/2022 | 40,729 | 42,500 | 4.85 | 1/18/2032 |
| 1/18/2022 | — | 1,771 | 4.85 | 1/18/2032 |
| 7/25/2022 | 1 | 7,294 | 3.27 | 7/25/2032 |
| 7/25/2022 | 17,707 | 24,998 | 3.27 | 7/25/2032 |
| 2/2/2023 | — | 10,209 | 1.81 | 2/2/2033 |
| 2/2/2023 | — | 24,791 | 1.81 | 2/2/2033 |
| 5/24/2023 | — | 42,363 | 2.49 | 6/13/2033 |
| 5/24/2023 | — | 177,637 | 2.49 | 6/13/2033 |
| 2/2/2024 | — | 64,797 | 2.49 | 6/13/2033 |
| 2/2/2024 | — | 145,203 | 2.49 | 6/13/2033 |
Vesting terms: 25% at first anniversary, then monthly over 36 months; unvested options accelerate to 100% upon change of control .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Joined as Chief Legal Officer on September 7, 2021 |
| Bonus eligibility | Annual performance bonus as a specified % of base salary, subject to performance metrics approved annually by the board |
| Severance (no change-of-control) | If terminated without cause or resigns for good reason: 12 months salary continuation and up to 12 months COBRA premiums coverage (subject to release) |
| Change-of-control economics | If separation without cause or for good reason occurs within 3 months prior or 12 months post CoC: lump sum = 1x base salary + 1x annual target bonus + pro rata target bonus for days worked + up to 12 months COBRA (subject to release) |
| Equity acceleration (CoC) | Immediate vesting of any unvested shares/equity awards upon qualifying CoC separation (within the 3-month pre-/12-month post-CoC window) |
| Restrictive covenants | One-year post-termination non-solicit and non-compete; automatic extension by one additional year if violated |
Investment Implications
- Pay-for-performance: Cash bonus structure references corporate and individual goals tied to development and pre-clinical milestones, but the proxy does not disclose specific metric weightings/targets—limiting visibility into strict pay-for-performance alignment; target bonus is 40% of base salary and 2023 bonus paid was $203,000 .
- Option-heavy incentives: Significant time-based option grants with standard 25%/monthly vesting and change-of-control acceleration align incentives to equity appreciation but also create event-driven optionality; multiple tranches across 2021–2024 at strikes spanning $1.81–$8.99 could influence retention and potential exercise patterns if in-the-money .
- Ownership alignment: Beneficial ownership remains below 1% of outstanding shares, with 243,152 shares beneficially owned as of March 31, 2024 (4,716 direct shares plus 238,436 options exercisable within 60 days), suggesting limited direct equity stake despite substantial option exposure .
- Retention risk vs protection: Severance provides 12 months’ salary and COBRA, while CoC terms add 1x base plus target bonus, pro rata bonus, and accelerated vesting—reducing near-term exit risk but potentially increasing sensitivity to strategic transactions around a change-of-control window .
- External commitments: Serving as chair/director at gMendel Aps since 2023 expands network and governance exposure but introduces incremental time demands; no material legal proceedings are disclosed for executive officers, mitigating headline risk .
Citations: **[1783328_0001193125-25-119378_d892399ddef14a.htm:20]** 2025 DEF 14A; **[1783328_0001193125-24-125066_d693770ddef14a.htm:18]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:40]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:41]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:42]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:45]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:46]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:52]**, **[1783328_0001193125-24-125066_d693770ddef14a.htm:58]** 2024 DEF 14A; **[1783328_0001193125-23-114116_d418900ddef14a.htm:17]**, **[1783328_0001193125-23-114116_d418900ddef14a.htm:40]** 2023 DEF 14A