DEF 14A of Mereo BioPharma Group plc
Filed Apr 24, 2024 · FY20230001193125-24-108454
What are the voting recommendations of our Board regarding the election of directors and other proposals?
What are the voting recommendations of our Board regarding the election of directors and other proposals? The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.
What are the voting recommendations of our Board regarding the election of directors and other proposals?
| Proposal | Description of Proposal | Board’s Recommendation | | 1 | To receive and adopt the U.K. statutory annual report and accounts for the year ended December 31, 2023 | FOR | | 2 | Re-appointment of PricewaterhouseCoopers LLP as the Company’s auditors, to hold office until the conclusion of the next annual general meeting of shareholders at which the Company’s annual report and accounts are presented | FOR | | 3 | Authorization of the Audit and Risk Committee to determine PwC’s remuneration | FOR | | 4 | Approval of our U.K. directors’ remuneration report (excluding the directors’ remuneration policy), as set out in the Company’s annual report and accounts for the year ended December 31, 2023 | FOR | | 5 | Re-appointment of Dr. Denise Scots-Knight as a director | FOR | | 6 | Re-appointment of Dr. Jeremy Bender as a director | FOR | | 7 | Re-appointment of Dr. Anders Ekblom as a director | FOR |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of ten directors. Additionally, our Articles of Association require any directors in office who have been appointed by the Board since the previous general meeting or for whom it is the third annual general meeting following the annual general meeting at which they were elected or last re-elected to retire from office or stand for re-election by our shareholders. Having carried out an evaluation of the individual performance of each of Dr. Denise Scots-Knight, Dr. Jeremy Bender and Dr. Anders Ekblom with the support of the Nomination and Corporate Governance Committee, the Board is satisfied that their performance continues to be effective and that they continue to demonstrate commitment to their roles. The Board considers that it is entirely appropriate for each of Dr. Denise Scots-Knight, Dr. Jeremy Bender and Dr. Anders Ekblom to seek re-election at the Meeting. Each of the above directors has been nominated for re-election and no other nominees for directors have been presented. Therefore, it is anticipated that following the Meeting, if all of the above directors are re-elected, the Board of Directors will be comprised of ten members. In connection with proposals 5 through 7, we set forth the biographical information for the nominees to our Board of Directors. For biographical information for the other directors see the section titled “Board of Directors and Corporate Governance.”
Director Nominees
Director Nominees The biographical information for Dr. Denise Scots-Knight, Dr. Jeremy Bender and Dr. Anders Ekblom, the nominees to our Board, is provided in “Proposal 5—Re-election of Dr. Denise Scots-Knight to the Board of Directors,” “Proposal 6—Re-election of Dr. Jeremy Bender to the Board of Directors,” and “Proposal 7—Re-election of Dr. Anders Ekblom to the Board of Directors.”
Continuing Directors
Continuing Directors Biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting follows below. Dr. Pierre Jacquet. Dr. Jacquet has served on our Board of Directors since September 2021. Dr. Jacquet is currently Managing Director and Vice Chairman of L.E.K. Consulting’s Global Healthcare practice. He has served in a variety of leadership roles over 20 years at L.E.K., including Global Head, Healthcare Practice, Global Leadership Team, the Americas management committee, and various partner operating committees. Prior to joining L.E.K. in 2001, Dr. Jacquet was trained as a surgical resident at University of Liège, Belgium and served as a Fellow at the Washington Cancer Institute, where he authored over 40 publications and presentations. In addition to serving on Mereo’s Board of Directors, Dr. Jacquet is a Director of Exact Sciences, on the Advisory Board of Life Science Cares, and previously served as a Director of Osprey Pharmaceuticals. He earned a Master of Business Administration from the Darden Graduate School at the University of Virginia, graduated Magna Cum Laude in Medicine from the University of Liège in Belgium and was awarded a Summa Cum Laude Doctor of Philosophy in biomedical sciences from the University of Liège in Belgium. Dr. Annalisa Jenkins. Dr. Jenkins has served on our Board of Directors since November 2022. Dr. Jenkins served as president and CEO of Dimension Therapeutics, a leading NASDAQ listed gene therapy company that was acquired by Ultragenyx in November 2017. Prior leadership roles have included the head of global research and development at Merck Serono and SVP, Global Development at Bristol Myers-Squibb. Dr. Jenkins is a board member and advisor to a number of public and private health and life science companies globally. She is also a board member of Genomics England and a trustee of The Kings Fund and The British Heart Foundation. Dr. Jenkins graduated with a degree in medicine from St. Bartholomew’s Hospital in the University of London and served as a Surgeon Lieutenant Commander in the British Royal Navy. Dr. Deepika R. Pakianathan. Dr. Pakianathan has served on our Board since April 2019 following completion of the Merger and served as a director of OncoMed since December 2008 until the closing of the Merger. Since 2001, Dr. Pakianathan has been a Managing Member at Delphi Ventures, a venture capital firm focused on biotechnology and medical device investments. Dr. Pakianathan is also the Chief Executive Officer of a privately held start-up biotechnology company operating in stealth mode. Dr. Pakianathan serves on the boards of directors of Karyopharm Therapeutics, Inc. and Theravance Biopharma, Inc., and previously served on the boards of directors of Calithera Biosciences, Foresite Development Corp II, Alder Biopharmaceuticals, Inc., Foresite Development Corp I. and Relypsa, Inc. Dr. Pakianathan received a B.Sc. from the University of Bombay, India, a M.Sc. from The Cancer Research Institute at the University of Bombay, India, and an M.S. and Ph.D. from Wake Forest University. Justin Roberts. Justin Roberts has served on our Board of Directors since November 2022. Mr. Roberts is a Partner at Rubric Capital Management LP, a role he has held since the formation of the company in 2016. Before Rubric he spent seven years at Point72 Asset Management. Mr. Roberts has also held roles at ZS Associates, Moore Capital Management, and began his career at Lehman Brothers as an investment banker in their M&A practice. Mr. Roberts graduated with honors from Johns Hopkins University. Dr. Daniel Shames. Dr. Shames has served on our Board of Directors since November 2022. Dr. Shames has served as President of Daniel A. Shames Consulting, providing regulatory services to over 100 biotechnology and pharmaceutical clients. Prior to starting his consultancy Dr. Shames spent 12 years at the FDA during which time he was involved in the safety and efficacy review of hundreds of drugs. Most recently Dr. Shames served as Deputy Director, Office of Drug Evaluation III from 2006 to 2008, while also serving as Director of the Division of Gastroenterology and Inborn Error Products. Prior to that he was Director of Reproductive and Urologic Drugs from 2001 to 2006. Before joining the FDA, Dr. Shames founded Carolina Urocorp, operated a private medical practice, and was as Major in the U.S. Army Medical Corps. Dr. Shames received his undergraduate degree from Brandeis University, his MD from Georgetown University School of Medicine, and did his urology residency at the University of Pennsylvania. Marc Yoskowitz. Mr. Yoskowitz has served on our Board of Directors since November 2022. Mr. Yoskowitz is Chief Executive Officer of Evozyne, Inc. Previously he served as EVP and Chief Strategy Officer, Life Sciences at Tempus, Inc. Prior to Tempus, Mr. Yoskowitz was Chief Business Officer, Pfizer Essential Health, leading a range of corporate initiatives within the Pfizer portfolio. Prior to Pfizer, he served as SVP, Strategy and Corporate Development at Hospira and was a member of the Executive Committee. Earlier in his career, Mr. Yoskowitz led business development at a specialty pharmaceutical company, spent eight years at McKinsey & Company where he was an Associate Principal, and began his career as an M&A lawyer at Davis, Polk & Wardwell in New York. Mr. Yoskowitz received a bachelor’s degree magna cum laude from Washington University in St. Louis and holds a JD from Columbia University School of Law. Michael S. Wyzga. Mr. Wyzga has served on our Board since April 2019 following completion of the Merger and had served as a director of OncoMed since October 2013 until the closing of the Merger. On May 14, 2020, we entered into the Consulting and Interim Chief Financial Officer Agreement with MSW Consulting Inc. and Michael Wyzga by which Mr. Wyzga served as Interim Chief Financial Officer from August 1, 2020 to January 4, 2021. Mr. Wyzga is currently the President of MSW Consulting Inc., a strategic consulting group focused in the life sciences area. From December 2011 until November 2013, Mr. Wyzga served as President and Chief Executive Officer and a member of the board of directors of Radius Health, Inc. Prior to that, Mr. Wyzga served in various senior management positions at Genzyme Corporation, including as Chief Financial Officer from July 1999 until November 2011. Mr. Wyzga is a member of the boards of directors of Adagio Therapeutics Corporation and LogicBio and is Chairman of the board of directors of GenSight Biologics S.A. and of X4 Biologics. Mr. Wyzga previously served as a member of the boards of directors of Exact Sciences Corporation, Idenix Pharmaceuticals, Inc. and Altus Pharmaceuticals, Inc., and as a member of the supervisory board of Prosensa Holding B.V. He received an M.B.A. from Providence College and a B.S. from Suffolk University.
DIRECTORS COMPENSATION
DIRECTORS COMPENSATION The following table presents the total compensation for each person who served as a non-executive member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or awards to, or pay any other compensation to any of the members of our board of directors in 2023. We reimburse members of our board of directors for reasonable travel expenses. Dr. Scots-Knight, our Chief Executive Officer, did not receive any compensation for her service as a member of our board of directors in 2023. Dr. Scots-Knight’s compensation for service as an employee for fiscal years 2023 and 2022 is presented in “Executive Compensation—2023 Summary Compensation Table.”
DIRECTORS COMPENSATION
| | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Option Awards (2) | Total | | Name | ($) | ($) | ($) | ($) | | Dr. Jeremy Bender | — | 58,669 | 46,412 | 105,082 | | Dr. Anders Ekblom | — | 74,894 | 46,412 | 121,306 | | Dr. Pierre Jacquet | — | 55,771 | 46,412 | 102,184 | | Dr. Annalisa Jenkins | — | 54,550 | 46,412 | 100,963 | | Dr. Deepika R. Pakianathan | 67,349 | — | 46,412 | 113,761 | | Justin Roberts (3) | — | — | — | — | | Dr. Daniel Shames | — | 51,336 | 46,412 | 97,748 | | Marc Yoskowitz | — | 48,076 | 46,412 | 94,488 | | Michael S. Wyzga | — | 110,384 | 46,412 | 156,797 |
DIRECTORS COMPENSATION
| (1) Compensation paid to all non-executive directors is denominated in pounds sterling. For the purposes of this table, all 2023 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.273). |
DIRECTORS COMPENSATION
| (2) Amounts reflect the grant date fair value of awards granted in 2023 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see note 17 to our financial statements for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. |
DIRECTORS COMPENSATION
| (3) Mr. Roberts has waived all remuneration in respect of his appointment as a non-executive director. |
Non-Executive Director Compensation Policy
Non-Executive Director Compensation Policy Our non-executive directors are eligible to earn cash fees for service on the board of directors and for service on each committee on which the director is a member. The chairperson of each committee receives a higher fee for such service. Non-executive directors may voluntarily elect to convert their annual cash fees into Deferred RSUs (over ADSs). The number of Deferred RSUs granted is determined by dividing the amount of the annual cash compensation by the average closing trading price of the Company’s ADSs over the most recent 30 trading days as of the grant date. These Deferred RSUs are delivered under the terms of the existing 2019 NED Plan and they vest in substantially equal monthly installments over the plan year. Payment of Deferred RSUs in ADSs will generally be made 180 days following separation of service. In addition to annual cash fees or Deferred RSUs, as elected, equity incentive awards are granted to non-executive directors in line with the 2019 NED Plan. In February 2023, a total of 55,000 equity incentive awards in the form of market value options over ADSs, were granted to each non-executive director at an exercise price of $0.94 per ADS, with a vesting period of one year; vesting is in equal monthly installments over the one-year period following grant date. No performance conditions were attached to the awards. The fees payable to directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:
Non-Executive Director Compensation Policy
| | Member Annual Fee (1) | Chairperson Annual Fee (1) | | | ($) | ($) | | Board of Directors | 39,463 | 40,991 | | Audit and Risk Committee | 7,638 | 19,732 | | Remuneration Committee | 5,601 | 11,712 | | Nomination and Corporate Governance Committee | 4,456 | 8,911 | | Research and Development Committee | 5,092 | 10,184 |
Non-Executive Director Compensation Policy
| (1) Compensation in the form of annual cash fees or deferred RSUs, as elected, paid to non-executive directors is denominated in pounds sterling. For the purposes of this table, all 2023 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.273). |
Non-Executive Director Compensation Policy
We also reimburse our non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending our board of director and committee meetings.
Non-Executive Directors - Outstanding Equity Awards at 2023 Fiscal Year End Table
Non-Executive Directors - Outstanding Equity Awards at 2023 Fiscal Year End Table The following table presents information regarding all outstanding stock awards and stock options held by each of our non-executive directors as of December 31, 2023:
Non-Executive Directors - Outstanding Equity Awards at 2023 Fiscal Year End Table
| | Option awards | | | | Stock Awards | | | Name Dr. or Ph.D or MBBS | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | | Dr. Jeremy Bender | | | | | | | | | 22,000 | | 3.32 | 1/19/2031 | | | | | 31,500 | | 2.72 | 2/1/2031 | | | | | 55,000 | | 1.31 | 2/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 5,202(3) | 12,017 | | Dr. Anders Ekblom | 43,252 | | 8.63 | 9/25/2025 | | | | | 5,500 | | 5.40 | 5/20/2029 | | | | | 5,500 | | 3.00 | 7/23/2029 | | | | | 11,000 | | 1.84 | 2/20/2030 | | | | | 31,500 | | 2.72 | 2/1/2031 | | | | | 55,000 | | 1.31 | 2/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 6,640(3) | 15,338 | | Dr. Pierre Jacquet | 55,000 | — | 1.31 | 2/1/2032 | | | | | 33,393 | — | 1.31 | 2/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 4,945(3) | 11,423 | | Dr. Annalisa Jenkins | 9,167 | — | 0.79 | 12/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 4,752(3) | 10,977 | | Dr. Deepika R. Pakianathan | 5,500 | — | 5.40 | 5/20/2029 | | | | | 5,500 | — | 3.00 | 7/23/2029 | | | | | 11,000 | — | 1.84 | 2/20/2030 | | | | | 31,500 | — | 2.72 | 2/1/2031 | | | | | 55,000 | — | 1.31 | 2/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | Justin Roberts (1) | — | — | — | | — | — | | Dr. Daniel Shames | 9,167 | — | 0.79 | 12/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 4,495(3) | 10,383 | | Marc Yoskowitz | 9,167 | — | 0.79 | 12/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 3,982(3) | 9,198 | | | | | | | 343(3) | 792 | | Michael S. Wyzga | 5,500 | — | 5.40 | 5/20/2029 | | | | | 5,500 | — | 3.00 | 7/23/2029 | | | | | 11,000 | — | 1.84 | 2/20/2030 | | | | | 31,500 | — | 2.72 | 2/1/2031 | | | | | 55,000 | — | 1.31 | 2/1/2032 | | | | | 45,833 | 9,167(2) | 0.94 | 2/1/2033 | | | | | | | | | 3,429(3) | 7,921 | | | | | | | 9,786(3) | 22,606 |
Non-Executive Directors - Outstanding Equity Awards at 2023 Fiscal Year End Table
| (1) Mr. Roberts has waived all remuneration in respect of his appointment as a non-executive director. |
Non-Executive Directors - Outstanding Equity Awards at 2023 Fiscal Year End Table
| (2) These options vest in substantially equal monthly installments over a one year period from the February 1, 2023 grant date and fully vested on February 1, 2024. |
Non-Executive Directors - Outstanding Equity Awards at 2023 Fiscal Year End Table
| (3) Each Deferred RSU was granted to non-executive directors who elected to receive them in the form of ADSs in lieu of annual cash compensation. Deferred RSUs vest in substantially equal monthly installments over the plan year following the grant date and became fully vested in January 2024. Payment of Deferred RSUs in ADSs will generally be made 180 days following separation of service. |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (3) | Stock Awards (4) | Option Awards (4) | All Other Compensation (5) | Total (3) | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Dr. Denise Scots-Knight (1) (2) | 2023 | 565,107 | 254,298 | 285,358 | 1,043,403 | 71,157 | 2,219,323 | | Chief Executive Officer | 2022 | 506,809 | 304,085 | — | 1,358,134 | 68,219 | 2,237,247 | | Charles Sermon (2) | 2023 | 415,651 | 162,104 | 99,540 | 362,923 | 48,031 | 1,088,249 | | General Counsel | 2022 | 372,772 | 186,386 | — | 339,533 | 51,198 | 949,889 | | Christine Fox (2) | 2023 | 378,120 | 151,248 | 91,043 | 340,240 | 40,400 | 1,001,051 | | Chief Financial Officer | 2022 | 332,833 | 166,416 | — | 271,627 | 40,063 | 810,939 |
2023 Summary Compensation Table
| (1) Dr. Scots-Knight also serves as a director but receives no additional compensation for this service. |
2023 Summary Compensation Table
| (2) Cash compensation paid to all named executive officers is denominated in pounds sterling. For the purposes of this table, all 2023 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.273) and all 2022 amounts have been converted based on the pound Sterling/U.S. dollar exchange rate in effect as of December 31, 2022 (£1/$1.2103). |
2023 Summary Compensation Table
| (3) Amount shown reflects cash bonuses awarded for achievement of performance goals. |
2023 Summary Compensation Table
| (4) Amounts reflect the grant date fair value of awards granted in 2023 and 2022 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see note 17 to our financial statements for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. |
2023 Summary Compensation Table
| (5) These amounts include health benefit and life insurance payments and pension contributions made by us. Life insurance premiums paid by us for named executive officers were: $3,772 (2022: $3,217) for Denise Scots-Knight; $2,774 (2022: $2,394) for Charles Sermon; and $2,524 (2022: $2,017) for Christine Fox. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
Outstanding Equity Awards at 2023 Fiscal Year End Table The following table presents information regarding all outstanding stock options and stock awards held by each of our named executive officers as of December 31, 2023. All “Securities” within this table are expressed in ADSs, including awards over ordinary shares. Each ADS of the Company represents five ordinary shares.
Outstanding Equity Awards at 2023 Fiscal Year End Table
| | Option Awards | | | | Stock Awards | | | Name Dr. or Ph.D or MBBS | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | | Dr. Denise Scots-Knight | 308,949 | — | 8.63 | 9/25/2025 | | | | | 87,500 | — | 5.40 | 5/20/2029 | | | | | 87,500 | — | 3.00 | 7/23/2029 | | | | | 167,708 | 7,292(1) | 1.84 | 2/20/2030 | | | | | 368,333 | 15,1667(2) | 2.72 | 2/1/2031 | | | | | 527,083 | 572,917(3) | 1.40 | 1/14/2032 | | | | | — | 1,150,000(4) | 1.01 | 1/25/2033 | | | | | | | — | | 470,150(5) | 1,086,047 | | Charles Sermon | 154,474 | — | 8.63 | 9/25/2025 | | | | | 27,500 | — | 5.40 | 5/20/2029 | | | | | 27,500 | — | 3.00 | 7/23/2029 | | | | | 81,458 | 3,542(1) | 1.84 | 2/20/2030 | | | | | 106,250 | 43,750(2) | 2.72 | 2/1/2031 | | | | | 131,770 | 143,230(3) | 1.40 | 1/14/2032 | | | | | — | 400,000(4) | 1.01 | 1/25/2033 | | | | | | | — | | 164,000(5) | 378,840 | | Christine Fox | 123,958 | 46,042(2) | 3.32 | 1/19/2031 | | | | | 105,416 | 114,584(3) | 1.40 | 1/14/2032 | | | | | — | 375,000(4) | 1.01 | 1/25/2033 | | | | | | | — | | 150,000(5) | 346,500 |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (1) 25% of the shares underlying this share option vested and became exercisable on February 20, 2021, with the remainder vesting in equal monthly installments for the three years thereafter. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (2) 25% of the shares underlying this share option vested and became exercisable on February 1, 2022, with the remainder vesting in equal monthly installments for the three years thereafter. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (3) 25% of the shares underlying this share option vested and became exercisable on January 14, 2023, with the remainder vesting in equal monthly installments for the three years thereafter. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (4) 25% of the shares underlying this share option will vest and become exercisable on January 25, 2024, with the remainder vesting in equal monthly installments for the three years thereafter. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (5) Each PSU vests upon satisfaction of four escalating ADS price threshold values over a two year performance period. The number included in this table reflects the number of PSUs eligible for vesting. If a minimum ADS price threshold is not met, such PSUs may vest at zero ADSs. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
Mereo currently grants equity awards under the Mereo 2019 Equity Incentive Plan (the “2019 EIP”) and the 2019 Non-Employee Equity Incentive Plan (the “2019 NED EIP”). There are also still outstanding awards under two previous plans, the 2015 Plan and the Mereo Share Option Plan, however no awards have been granted under these plans since 2016 and no further grants are envisaged. The key terms of the plans are disclosed in note 17 of the Annual Report on Form 10-K.