Marc Schwabish

About Marc Schwabish

Marc Schwabish, Ph.D., age 45, is Chief Business Officer of TECX and has served in this role since March 2021. He holds a B.S. in Biological Sciences from Cornell University and a Ph.D. in Biochemistry and Molecular Pharmacology from Harvard University; prior roles include senior BD leadership at Fusion Pharmaceuticals, Bayer, Eisai, strategy consulting at Leerink Swann, and investment banking at RBS . Company-level performance under the current leadership shows cumulative TSR of $539.70 for a hypothetical $100 investment in 2024 (vs. $190.77 in 2023) alongside net losses of $57.982 million and $42.823 million in 2024 and 2023, respectively . Equity programs and insider policies include a Dodd-Frank compliant clawback and a strict ban on hedging/pledging/margin accounts .

Past Roles

External Roles

No external public company directorships or committee roles are disclosed for Marc Schwabish in the company’s proxy .

Fixed Compensation

Marc Schwabish is an executive officer but not a Named Executive Officer; TECX does not disclose his base salary, target bonus percentage, or actual cash bonus in the 2025 proxy. The following items are therefore not disclosed.

Performance Compensation

The proxy does not provide Marc-specific equity grant details or performance metrics; TECX equity programs and annual incentive design are disclosed at a company level. The table below summarizes the structure as context.

Program-level details:

• Company granted options to employees with typical 4-year vesting (25% cliff, then monthly) and RSUs vesting in four equal annual installments; unrecognized option expense $23.2M (weighted-average 2.7 years) and RSU expense $7.8M (weighted-average 2.5 years) as of September 30, 2025 .
• NEO bonus targets set (CEO 55%, CFO 40%, CMO 40%) with 115% payout for 2024 performance; Marc’s targets and payout are not disclosed .

Equity Ownership & Alignment

Marc’s individual beneficial ownership is not itemized in the Security Ownership table (which lists NEOs and directors and the group). Alignment policies and group-level ownership are summarized below.

• Company hedging/pledging: Prohibits derivatives/hedging, publicly traded options, and holding common stock in margin accounts—promoting alignment and discouraging risk-mitigating hedges .
• Clawback: Dodd-Frank 10D-1 compliant incentive compensation recoupment over the prior three fiscal years in the event of a required restatement .
• Group ownership: All executive officers and directors (10 persons) beneficially own 7,188,543 shares (38.0% of outstanding), evidencing high insider alignment; individual breakdown excludes Marc Schwabish specifically .
• Company-wide equity overhang and potential selling pressure: 1,945,103 options and 256,325 unvested RSUs outstanding as of September 30, 2025; equity awards available for future issuance under the 2024 Plan 962,566 shares; ESPP reserve 295,906 shares .

Employment Terms

Marc’s employment agreement and severance/change-in-control terms are not disclosed. Company context:

• Executive Severance Plan (participants include NEOs; eligibility requires a participation agreement):
  • CIC termination (within 3 months before to 12 months after a change-in-control): CEO—18 months base + 150% target bonus + pro-rated bonus + 18 months COBRA + 100% acceleration of time-vested equity; other covered execs—12 months base + 100% target bonus + pro-rated bonus + 12 months COBRA + 100% acceleration of time-vested equity .
  • Non-CIC termination: CEO—12 months base + pro-rated bonus + 12 months COBRA; other covered execs—9 months base + pro-rated bonus + 9 months COBRA .
• Clawback and insider trading restrictions: Clawback policy as above; strict prohibitions on hedging/derivatives/margin accounts under insider trading policy .

Note: The proxy describes employment agreements for the CEO, CFO, and CMO; Marc Schwabish’s agreement is not included in the disclosed items .

Performance & Track Record

• Role performance: At Fusion, Schwabish’s transactions included Series B financing, IPO, and a strategic AstraZeneca partnership—highlighting BD execution across financing and partnering .
• Company TSR and profitability context: CAP/TSR disclosure indicates cumulative TSR of $539.70 (2024) vs. $190.77 (2023) and net losses of $57.982M (2024) and $42.823M (2023) .
• Operating momentum: 2025 YTD through Q3 shows higher R&D and G&A driven by stock-based comp and clinical progression; net loss of $54.925M for nine months ended Sep 30, 2025 .
• Retention risks: TECX emphasizes dependence on key executives and competition for talent; the company does not maintain key person insurance, and executives may terminate employment at any time .

Compensation Committee Analysis

• Composition: Compensation Committee members—Praveen Tipirneni (Chair) and Stefan Vitorovic—are independent under Nasdaq/SEC rules .
• Scope: Oversees compensation philosophy; sets CEO/exec compensation; administers equity plans; oversees compensation disclosures and human capital policies .
• Governance: Board led by independent Chair (Terrance McGuire); regular executive sessions and committee charters publicly posted .

Say-On-Pay & Shareholder Feedback

• 2025 proposals: Advisory vote on executive compensation (“say-on-pay”) and frequency of future say-on-pay votes; Board recommends “FOR” and “ONE YEAR” frequency .
• Results are filed post-meeting in a Form 8-K; the proxy does not include historical approval percentages .

Vesting Schedules and Insider Selling Pressure

• Company-wide vesting pipeline: Options granted with 4-year schedules, RSUs with 4 annual installments; significant unrecognized comp expense indicates ongoing vesting through ~2027–2028 .
• Potential selling overhang: Large resale shelf registrations and a substantial number of shares eligible for resale may increase volatility and selling pressure, even if the business is performing well .
• Form 4 visibility: Individual insider trading data for Marc Schwabish was not retrievable; reliance on proxy/10-Q equity disclosures for vesting context .

Investment Implications

• Alignment: High insider group ownership (38%) and prohibitions on hedging/margin accounts support shareholder alignment; clawback policy mitigates restatement risk on incentive pay .
• Data gaps: As CBO but not a NEO, Marc’s cash pay and equity grants are not disclosed—limiting precision on pay-for-performance alignment and personal ownership; monitor future proxies and Form 4s to assess retention risk and selling pressure.
• Overhang and liquidity: Significant equity overhang (options/RSUs), evergreen equity plan features, and active resale shelves elevate the probability of periodic stock supply; expect event-linked selling around vest dates and liquidity windows .
• Execution risk: TECX’s net losses and increased stock-based compensation costs reflect investment in pipeline progression; Marc’s BD track record suggests competency in partnering/financing, but company outcomes hinge on clinical milestones and capital access .