[8-K] MacroGenics, Inc. Reports Material Event

Rhea-AI Filing Summary

MacroGenics appointed Eric Risser as President, Chief Executive Officer and elected him as a Class I director with a term expiring at the 2026 annual meeting. Mr. Risser, previously the company’s Chief Operating Officer, became the company’s principal executive officer effective August 13, 2025.

The company agreed an amended employment arrangement providing a $625,000 annual base salary, eligibility for annual incentive pay up to 60% of base salary, and a stock option to purchase 550,000 shares at the closing price on the effective date. Termination protections include cash severance (typically 1.0x salary plus 1.0x target bonus prorated, increased to 1.5x for change-of-control scenarios), COBRA premium coverage up to 18 months, and acceleration of unvested equity upon certain change-of-control terminations.

Positive

• Internal promotion preserves leadership continuity by elevating the company’s Chief Operating Officer to CEO and Board membership
• Equity alignment via a grant of 550,000 stock options links executive incentives to shareholder value
• Certain severance terms are clearly defined, providing predictable outcomes on termination scenarios

Negative

• Potential dilution and cost from a 550,000-share option award (size and vesting schedule not yet disclosed)
• Substantial termination protections including cash multiples and acceleration on change-of-control could increase compensation expense in certain scenarios
• Full Amended Employment Agreement not yet filed, limiting investors’ ability to assess vesting schedules, forfeiture conditions and other material terms

Insights

Corporate Governance Expert

TL;DR Internal promotion preserves continuity; board appointment formalizes leadership transition.

The promotion of an internal executive to CEO and simultaneous election to the Board signals continuity in senior management and reduces transitional governance risk. The Class I director designation with a term through the 2026 annual meeting clarifies board succession timing. The filing contains the key economic terms of the CEO arrangement but references an amended employment agreement that has not yet been publicly filed in full, which limits complete governance assessment until that document is available.

Compensation Analyst

TL;DR Pay package mixes cash, performance opportunity and a large equity award with severance protections including change-of-control acceleration.

The package sets a $625,000 base salary with incentive opportunity up to 60% of base and a grant of 550,000 stock options priced at the market close on the effective date, aligning long-term interest via equity. Severance terms provide 1.0x salary plus 1.0x target bonus on non-CIC termination and 1.5x multiples in CIC scenarios, plus COBRA up to 18 months and equity acceleration on CIC-triggered terminations. These elements are standard but represent tangible potential costs and dilution that investors should quantify once the full agreement and option pricing/vesting schedule are filed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  August 13, 2025

MACROGENICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36112

06-1591613

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer  Identification No.)

9704 Medical Center Drive

Rockville,

Maryland

20850

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code:  (301) 251-5172

Not applicable 

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			MGNX			Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Eric Risser as President, Chief Executive Officer and Director

Effective as of August 13, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of MacroGenics, Inc. (the “Company”) appointed Eric Risser to serve as President and Chief Executive Officer. In connection with his appointment, the Board elected Mr. Risser to serve on the Board as a Class I director, with a term expiring at the 2026 annual meeting of stockholders. Mr. Risser previously served as the Company’s Chief Operating Officer. Mr. Risser became the Company’s principal executive officer on the Effective Date.

In connection with his promotion to President and Chief Executive Officer, Mr. Risser and the Company entered into an amended and restated employment agreement, dated the Effective Date (the “Amended Employment Agreement”). Under the Amended Employment Agreement, Mr. Risser will receive an annual base salary of $625,000, which is subject to redetermination annually by the Human Capital Management Committee of the Board, and he is eligible to earn annual incentive compensation of up to 60% of his base salary. Mr. Risser was also granted a stock option award to purchase 550,000 shares of the Company’s common stock at an exercise price equal to the closing per-share trading price of the common stock on the Effective Date.

The Amended Employment Agreement provides that, in the event that Mr. Risser’s employment is terminated by the Company without cause or he resigns for good reason, in each case not in connection with a change of control, then he shall be entitled to the following: (i) earned and unpaid base salary through the termination date; (ii) a cash severance equal to 1.0 times his then-current annual base salary plus 1.0 times his target bonus for the year of termination, prorated for the number of days that have elapsed between January 1 of the calendar year of termination and the termination date; (iii) reimbursement for any reimbursable business expenses incurred by him through the termination date; (iv) accrued but unused vacation time as of the termination date cash severance equal to twelve months of base salary, paid in twelve equal monthly installments; and (v) payment of COBRA premiums for up to 18 months.

If Mr. Risser is terminated by the Company without cause or he resigns for good reason, in each case in connection with or in the 12 months following a change of control, then he shall be entitled to the following: (i) earned and unpaid base salary through the termination date; (ii) a cash severance equal to 1.5 times his then-current annual base salary plus 1.5 times his target bonus for the year of termination; (iii) reimbursement for any reimbursable business expenses incurred by him through the termination date; and (iv) accrued but unused vacation time as of the termination date cash severance equal to twelve months of base salary, paid in twelve equal monthly installments; (v) payment of COBRA premiums for up to 18 months and (vi) acceleration of all of his unvested and outstanding equity awards.

The biography for Mr. Risser is contained in the Company’s definitive proxy statement, filed with the SEC on April 11, 2025. There are no arrangements or understandings between Mr. Risser and any other persons, pursuant to which he was promoted to President and Chief Executive Officer, there are no family relationships between Mr. Risser and any of the Company’s directors or other executive officers and there are no transactions between Mr. Risser and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Employment Agreement, a copy of

which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Item 7.01 Regulation FD Disclosures.

On August 13, 2025, the Company issued a press release announcing the executive changes discussed above. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description of Exhibit
99.1			Press Release dated August 13, 2025
104			Cover Page Interactive Data (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 13, 2025

MACROGENICS, INC.

By: /s/ Jeffrey Peters       Jeffrey Peters       Senior Vice President and General Counsel

FAQ

Who is the new CEO of MacroGenics (MGNX)?

Eric Risser was appointed President and Chief Executive Officer and elected as a Class I director effective August 13, 2025.

What is Eric Risser's base salary at MacroGenics (MGNX)?

$625,000 per year, subject to annual redetermination by the Human Capital Management Committee.

What equity award did MacroGenics grant the new CEO?

Mr. Risser received a stock option award to purchase 550,000 shares at an exercise price equal to the closing per-share trading price on the effective date.

What severance protections does the CEO have if terminated without cause at MacroGenics (MGNX)?

If terminated without cause or resigning for good reason (not in connection with a change of control), he is entitled to earned salary, reimbursement of expenses, accrued vacation, COBRA up to 18 months, and cash severance generally equal to 1.0x base salary plus 1.0x target bonus prorated.

How do change-of-control benefits differ for the new CEO at MacroGenics (MGNX)?

In a change-of-control termination scenario, severance increases to 1.5x base salary plus 1.5x target bonus and includes acceleration of all unvested equity awards and COBRA coverage up to 18 months.