Maxine Gowen
Aclaris TherapeuticsAbout Maxine Gowen
Maxine Gowen, Ph.D., age 67, has served on Aclaris Therapeutics’ Board since July 2019. She founded Trevena, Inc. and was President & CEO from 2007–2018; earlier she held multiple leadership roles over 15 years at GlaxoSmithKline (including VP Drug Discovery, Musculoskeletal Diseases) and led SR One, GSK’s VC arm, serving on numerous boards. Her education includes a B.Sc. in biochemistry (University of Bristol), Ph.D. in cell biology (University of Sheffield), MBA (Wharton), and D.Sc. (University of Bath) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TamuroBio, Inc. | Part-time Chief Executive Officer | Aug 2019–Dec 2021 | Executive leadership in biotech |
| Trevena, Inc. | Founder; President & CEO | 2007–2018 | Built and led public biopharma; board service |
| SR One (GSK VC) | President & Managing Partner | Prior to 2007 | Led investments; served on board of numerous companies |
| GlaxoSmithKline | VP Drug Discovery, Musculoskeletal Diseases; other leadership roles | 15 years | Oversaw drug discovery for osteoporosis, arthritis, metastatic bone disease |
| University of Bath (UK) | Tenured academic, School of Pharmacology | 1989–1992 | Research and teaching in pharmacology |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Passage Bio, Inc. | Chair of the Board | Current | Public company; governance leadership |
| Merus N.V. | Director | Current | Public company board |
| Trevena, Inc. | Director | Within past 5 years | Prior public company directorship |
| Aceragen, Inc. (fka Idera) | Director | Within past 5 years | Prior public company directorship |
| Akebia Therapeutics, Inc. | Director | Within past 5 years | Prior public company directorship |
Board Governance
- Committee assignments:
- Q1 2024: Audit Committee member; Compensation Committee Chair .
- From Apr 1, 2024: Audit Committee member (Audit Chair is Vincent Milano); not on Compensation or Nominating & Corporate Governance committees .
- Audit Committee met 6 times; Compensation Committee met 4 times; Nominating & Corporate Governance met 4 times in 2024 .
- Attendance: Board met 8 times; each director attended at least 75% of Board and committee meetings for their service period in 2024 .
- Independence: Board determined all members of Audit, Compensation, and Nominating & Corporate Governance committees meet Nasdaq independence standards; Audit Committee independence also confirmed under Rule 10A‑3 .
- Executive sessions: Independent directors held regularly scheduled executive sessions in 2024 .
- Lead Independent Director: Christopher Molineaux (since Jan 2023) .
Fixed Compensation
Non-Employee Director Cash Retainer Policy (2024):
| Component | Amount ($) |
|---|---|
| Board annual cash retainer | 40,000 |
| Chair of the Board additional retainer | 30,000 |
| Lead Independent Director additional retainer | 25,000 |
| Audit Committee – member / chair | 7,500 / 12,500 |
| Compensation Committee – member / chair | 7,500 / 12,500 |
| Nominating & Corporate Governance – member / chair | 4,500 / 4,500 |
| Research & Development Committee – member / chair | 6,000 / 8,000 (dissolved Dec 31, 2024) |
Maxine Gowen – 2024 Director Compensation:
| Metric | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 54,000 | Reflects role changes during 2024 |
| Stock Awards (RSUs grant-date fair value) | 4,937 | 4,793 RSUs granted June 6, 2024 |
| Option Awards (grant-date fair value) | 11,505 | 15,750 options granted June 6, 2024 |
| Total | 70,442 | Sum of above |
Performance Compensation
Director Equity Grants (Annual Meeting June 6, 2024):
- RSUs: 4,793 granted; vest on June 6, 2025, subject to continued service .
- Options: 15,750 granted at $1.03 strike; vest in 12 equal monthly installments through June 6, 2025; 10-year term from grant .
- Mix/limits: Continuing directors receive annual equity with aggregate grant-date fair value equal to the lesser of $320,000 or the fair value of a specified option amount; non-employee director total annual comp capped at $750,000 (cash + equity) .
Performance Metrics Table (Director Compensation):
| Category | Metrics Disclosed |
|---|---|
| Equity award conditions | Time-based vesting only; no performance metric linkage disclosed for director awards |
Clawback and Change-in-Control Governance:
- Awards are subject to recoupment under the Company’s Incentive Compensation Recoupment (clawback) Policy; no option repricing without shareholder approval; change-in-control definition is not “liberal” .
Other Directorships & Interlocks
| Interlock | Overlap Company | Detail |
|---|---|---|
| With Anand Mehra | Merus N.V. | Mehra is current Chair of Merus N.V.; Gowen serves on Merus N.V. board |
| With Vincent Milano | Aceragen, Inc. | Milano served as Chair of Aceragen’s board (2022–Aug 2023); Gowen was a director within past five years |
Expertise & Qualifications
- Biopharma CEO experience (Trevena founder/CEO; TamuroBio CEO) and long-tenured big pharma R&D leadership at GSK .
- Venture investing leadership (SR One) with multiple board roles, enhancing capital markets and portfolio governance insight .
- Academic credentials and advanced degrees (B.Sc., Ph.D., MBA, D.Sc.) supporting scientific and operational oversight .
- Committee leadership experience at ACRS (Compensation Chair in Q1 2024; ongoing Audit Committee member) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Date |
|---|---|---|---|
| Maxine Gowen | 106,336 | <1% | As of Feb 10, 2025 |
Director Equity Holdings (as of Dec 31, 2024):
| Instrument | Quantity | Vesting / Terms |
|---|---|---|
| Stock Options | 84,125 | Includes June 6, 2024 grant (15,750) vesting monthly through June 6, 2025; 10-year term |
| RSUs | 4,793 | Vest on June 6, 2025 |
No related party transactions disclosed for Gowen; the proxy reports no related-person transactions above SEC thresholds since Jan 1, 2023 except a private placement purchase by director Anand Mehra .
Governance Assessment
- Strengths:
- Independent director with deep operational, R&D, and venture governance experience; documented committee leadership and Audit Committee service .
- Attendance at or above 75% threshold; independent director executive sessions held regularly, supporting board oversight quality .
- Robust director comp governance: annual caps, clawback policy, no repricing, fixed equity vesting terms; clear retainer schedule .
- Potential conflicts/risks:
- Interlocks at Merus N.V. (with ACRS director Mehra) and prior overlap at Aceragen (with Milano) warrant attention for information flow and potential independence perceptions, though no related-party transactions are disclosed for Gowen .
- Equity awards are time-based (no performance metrics), which is standard for directors but reduces direct pay-for-performance linkage; however cash/equity mix is modest for 2024 given grant-date fair values .
- Signals for investors:
- Committee reconstitution in April 2024 moved Gowen from Compensation Chair to Audit member; governance appears responsive to board composition changes, with specialized chairs designated (Milano as Audit Chair; Mehra as Compensation Chair; Molineaux as NCG Chair) .
- Ownership alignment: beneficial ownership is <1%, with outstanding options and RSUs; no pledging or related-party exposure reported for Gowen .
Voting Process Note: Final annual meeting vote results are disclosed via Form 8‑K within four business days; preliminary results at the meeting .