MacroGenics appoints Vasconcelles and Kuriakose
Both appointees will serve on MacroGenics’ Science and Technology Committee, with their equity awards subject to continued service.
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Form Type
8-K
Rhea-AI Filing Summary
MacroGenics, Inc. approved an increase in its board size from 10 to 11 members and appointed Michael Vasconcelles as a Class II Director and Emil Kuriakose as a Class III Director, effective October 30, 2026. The board determined both are independent and appointed them to its Science and Technology Committee.
Each director will receive an annual retainer and, upon appointment, an option to purchase 44,000 shares and a restricted stock unit grant for 7,500 shares. Each option’s exercise price equals the common stock’s closing market price on the effective date. Both awards are subject to continuous service through their vesting dates.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size before approved increase: 10 members
Approved board size: 11 members
Initial option award: 44,000 shares per director
+3 more
6 metrics
Board size before approved increase
10 members
Board size stated before the approved increase
Approved board size
11 members
Increase approved effective October 30, 2026
Initial option award
44,000 shares per director
Granted upon appointment
Initial restricted stock unit award
7,500 shares per director
Granted upon appointment
Option vesting schedule
36 substantially equal monthly portions
Beginning on the first monthly anniversary of the grant
Restricted stock unit vesting schedule
One-third on each anniversary of the grant
Subject to continuous service through each vesting date
Key Terms
Initial Option Award, Initial RSU Award, exercise price, continuous service, +1 more
5 terms
Initial Option Award financial
"each will be granted an option to purchase 44,000 shares"
Initial RSU Award financial
"a restricted stock unit grant for 7,500 shares"
exercise price financial
"equal to the closing market price of the Company’s common stock"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
continuous service financial
"subject to each director’s continuous service through each vesting date"
2023 Equity Incentive Plan financial
"under the Company’s 2023 Equity Incentive Plan"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How do the MGNX directors’ options and restricted stock units vest?
Each option vests in 36 substantially equal monthly portions, beginning on the first monthly anniversary of its grant. Each restricted stock unit award vests one-third on each anniversary of its grant. Both awards require the director’s continuous service through each vesting date.
What board classes will the new MGNX directors serve on?
Michael Vasconcelles was appointed as a Class II Director and will serve until the 2027 annual meeting of stockholders, subject to the stated earlier-ending conditions. Emil Kuriakose was appointed as a Class III Director and will serve until the 2028 annual meeting, subject to the same conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 30, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (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 | ||||||
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):
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. | ||||
On October 30, 2026, the Board of Directors (the “Board”) of MacroGenics, Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee (the “Committee”) of the Board, approved an increase in the size of the Board from ten to eleven members.
The Board then appointed, upon the recommendation of the Committee, effective October 30, 2026 (the "Effective Date") (i) Michael Vasconcelles to serve as a Class II Director, and (ii) Emil Kuriakose to serve as a Class III Director. Dr. Vasconcelles will serve until the 2027 annual meeting of stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Dr. Kuriakose will serve until the 2028 annual meeting of stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
The Board determined that Dr. Vasconcelles and Dr. Kuriakose are each independent within the meaning of the director independence standards of The Nasdaq Stock Market LLC and those set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board also appointed, upon the recommendation of the Committee, Dr. Vasconcelles and Dr. Kuriakose each to serve on the Science and Technology Committee of the Board as of the Effective Date.
Consistent with the Company’s Director Compensation Program for non-employee directors, as described under the heading “Director Compensation” in the Company’s most recent definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026, each of Dr. Vasconcelles and Dr. Kuriakose will each receive an annual retainer as compensation for his service. In addition, upon appointment to the Board, each of Dr. Vasconcelles and Dr. Kuriakose will be granted an option to purchase 44,000 shares of the Company’s common stock (the “Initial Option Award”) and a restricted stock unit grant for 7,500 shares of the Company’s common stock under the Company’s 2023 Equity Incentive Plan (the “Initial RSU Award” and together, the “Initial Awards”). Each Initial Option Award will have an exercise price equal to the closing market price of the Company’s common stock on the Effective Date, with the Initial Option Award vesting in thirty-six (36) substantially equal monthly portions beginning on the first monthly anniversary of the date of grant, and the Initial RSU Award vesting with respect to one-third (1/3) of the restricted stock units on each anniversary of the date of grant, in each case subject to each of Dr. Vasconcelles’ and Dr. Kuriakose’s continuous service, as defined in the 2023 Equity Incentive Plan, through each vesting date.
Neither Dr. Vasconcelles nor Dr. Kuriakose were selected by the Board to serve as a director pursuant to any arrangement or understanding with any person, nor has either of them engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. | ||||
On November 3, 2026, the Company issued a press release (the “Press Release”) announcing the appointment of Dr. Vasconcelles and Dr. Kuriakose to the Board. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) Exhibits. | |||||
| Exhibit Number | Description of Exhibit | ||||
| 99.1 | Press Release, dated November 3, 2026 | ||||
| 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: November 3, 2026 | MACROGENICS, INC. | |||||||||||||||||||||||||
By: /s/ Jeffrey Peters Jeffrey Peters Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||||||||||||||
Exhibit 99.1
MacroGenics Announces Appointments of Emil Kuriakose, M.D., and Michael Vasconcelles, M.D., to Board of Directors
ROCKVILLE, MD, November 3, 2026 (GLOBE NEWSWIRE) -- MacroGenics, Inc. (NASDAQ: MGNX), a clinical-stage biopharmaceutical company focused on developing innovative antibody-based therapeutics for the treatment of cancer, today announced the appointments of Emil Kuriakose, M.D. and Michael Vasconcelles, M.D. as independent directors to its Board of Directors, effective October 30, 2026.
“We are pleased to welcome Emil and Mike to the MacroGenics Board,” said Eric Risser, President and Chief Executive Officer of MacroGenics. “Both bring extensive oncology drug development experience, including leadership across clinical development, regulatory strategy and portfolio management. Their perspectives will be valuable as we advance our pipeline of innovative product candidates and execute on our long-term strategic objectives.”
“Emil and Mike are distinguished industry leaders with established track records guiding innovative biotechnology companies through critical stages of growth and delivering substantial shareholder value,” said William Heiden, Chair of the MacroGenics Board of Directors. “Their experience and strategic insight will further strengthen our Board as we work to position MacroGenics for long-term success.”
“Emil and Mike are distinguished industry leaders with established track records guiding innovative biotechnology companies through critical stages of growth and delivering substantial shareholder value,” said William Heiden, Chair of the MacroGenics Board of Directors. “Their experience and strategic insight will further strengthen our Board as we work to position MacroGenics for long-term success.”
Emil Kuriakose, M.D., is an experienced physician-executive with more than a decade of biopharmaceutical industry experience spanning oncology and metabolic disease drug development. Most recently, he served as Chief Medical Officer of Terns Pharmaceuticals, where he led clinical, regulatory, medical affairs and portfolio strategy across the company’s clinical-stage programs. During his tenure, he led development of TERN-701 in chronic myeloid leukemia and TERN-601 in obesity and played a central role in business development activities leading to Terns’ acquisition by Merck in 2026. Previously, Dr. Kuriakose served as Chief Medical Officer and in other senior clinical development roles at Calithera Biosciences and held positions of increasing responsibility at Novartis Oncology, where he contributed to the development, regulatory approval and launch of panobinostat for multiple myeloma. He currently serves as an Entrepreneur in Residence at NextBio Capital and as Founder and Principal of Kure Consulting Services. Dr. Kuriakose received his M.D. from SUNY Stony Brook University School of Medicine and completed his hematology/oncology fellowship at Weill Cornell Medical College and a research fellowship at Memorial Sloan Kettering Cancer Center.
Michael Vasconcelles, M.D., is a life sciences executive and hematologist-oncologist with approximately 35 years of experience spanning academic medicine, oncology research and development, medical affairs and executive leadership. Most recently, he served as Head of Research and Development at Day One Biopharmaceuticals, where he helped expand the company’s pipeline beyond OJEMDA® (tovorafenib), including through its acquisition of Mersana Therapeutics. Previously, Dr. Vasconcelles served as Executive Vice President and Head of Research, Development and Medical Affairs at ImmunoGen, where he helped advance the organization into a vertically integrated biotechnology company and supported the global launch and lifecycle strategy for ELAHERE® (mirvetuximab soravtansine). He has also served as Chief Medical Officer at Flatiron Health and Unum Therapeutics and as Global Head of the Oncology Therapy Area Unit at Takeda Pharmaceuticals. Earlier in his career, he held oncology leadership roles at Genzyme and served on the faculty of Harvard Medical School and as a staff physician at Brigham and Women’s Hospital and Dana-Farber Cancer Institute. Dr. Vasconcelles currently serves as an independent director of Molecular Partners AG and Kura Oncology, Inc. He received his B.A. and M.D. from Northwestern University.
About MacroGenics, Inc.
MacroGenics (the Company) is a biopharmaceutical company focused on developing innovative monoclonal antibody-based therapeutics for the treatment of cancer. The Company generates its pipeline of product
Exhibit 99.1
candidates primarily from its proprietary suite of next-generation antibody-based technology platforms, which have applicability across broad therapeutic domains. The combination of MacroGenics’ technology platforms and protein engineering expertise has allowed the Company to generate promising product candidates and enter into several strategic collaborations with global pharmaceutical and biotechnology companies. For more information, please see the Company’s website at www.macrogenics.com. MacroGenics, and the MacroGenics logo are trademarks or registered trademarks of MacroGenics, Inc.
Cautionary Note on Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for MacroGenics (“Company”), including statements about the Company’s strategy, future operations, clinical development of and regulatory plans for the Company’s therapeutic candidates, expected timing of the release of clinical updates and safety and efficacy data for the Company’s ongoing clinical trials, anticipated cash runway and other statements containing the words “subject to”, "believe", “anticipate”, “plan”, “expect”, “intend”, “estimate”, “potential”, “project”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy, including our ability to execute on our key strategic priorities for 2026, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: risks that any product candidate’s revenue, expenses and costs may not be as expected; risks relating to any other product candidate’s market acceptance, competition, reimbursement and regulatory actions; future data updates for any product candidates, including timing and results of efficacy and safety data with respect to any product candidates in ongoing clinical trials; the uncertainties inherent in the initiation and enrollment of future clinical trials; the availability of financing to fund the internal development of our product candidates; expectations regarding the expansion of ongoing clinical trials; expectations for the timing and steps required in the regulatory review process; expectations for regulatory approvals; expectations of future milestone payments; the impact of competitive products; our ability to enter into agreements with strategic partners and other matters that could affect the availability or commercial potential of the Company's product candidates; business, economic or political disruptions due to catastrophes or other events, including natural disasters, terrorist attacks, civil unrest and actual or threatened armed conflict, or public health crises; costs of litigation and the failure to successfully defend lawsuits and other claims against us; risks related to the transition of the CDMO operations to the purchaser following the sale of our CDMO operations; and other risks described in the Company's filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date hereof.
CONTACTS
Jim Karrels, Senior Vice President, CFO
1-301-251-5172
info@macrogenics.com
Jim Karrels, Senior Vice President, CFO
1-301-251-5172
info@macrogenics.com
Argot Partners
1-212-600-1902
macrogenics@argotpartners.com
1-212-600-1902
macrogenics@argotpartners.com