Mark C. McKenna
About Mark C. McKenna
Independent Chair of the Board at Apogee Therapeutics since August 2023; age 45 as of April 29, 2025. Former President/CEO/Chair at Prometheus Biosciences (sold to Merck for $10.8B), President of Salix Pharmaceuticals (Bausch), senior roles at Bausch + Lomb and Johnson & Johnson; B.S. Marketing (Arizona State), MBA (Azusa Pacific). Also CEO/Chair of Mirador Therapeutics (since Mar 2024) and venture partner at ARCH Venture Partners (since Feb 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prometheus Biosciences, Inc. | President & CEO; Director; Chairman | Sep 2019–Jun 2023 (Chair Aug 2021–Jun 2023) | Led sale to Merck for ~$10.8B; largest pre‑Phase 3 biopharma acquisition to date |
| Salix Pharmaceuticals (Bausch) | President | Mar 2016–Aug 2019 | Revitalized gastro business via acquisitions and launches; doubled revenue >$2B and improved margins |
| Bausch + Lomb | SVP & GM, U.S. Vision Care | ~2000s–2016 (various roles) | Senior P&L leadership |
| Johnson & Johnson | Various roles | Prior to Bausch + Lomb | Earlier operating experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Mirador Therapeutics, Inc. | CEO & Chair | Mar 2024 | Biotech leadership role concurrent with APGE board chairmanship |
| ARCH Venture Partners | Venture Partner | Feb 2024 | Investment role |
| Spyre Therapeutics, Inc. (Nasdaq: SYRE) | Director | Feb 2024 | Public biotech board |
| NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS) | Director | Jul 2024 | Public biopharma board; note APGE director BJ Jones is NAMS CCO (see interlocks) |
Board Governance
- Roles: Independent Chair of the Board; Chair of Compensation Committee; Member of Nominating Committee; not on Audit Committee .
- Independence: Board determined McKenna is independent under Nasdaq rules; CEO Henderson is not independent .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting; separate Chair and CEO roles maintained and reviewed periodically .
Fixed Compensation
| Element | Amount | Policy Basis | Notes |
|---|---|---|---|
| Cash fees earned (2024) | $84,000 | Actual for Chair + committees | Reported in 2024 director compensation table |
| Board retainer (policy, 2025) | $70,000 (Chair); $40,000 (Director) | Amended & restated director policy | Effective as of 2025 AGM |
| Committee chair retainers (policy, 2025) | Audit $20,000; Compensation $15,000; Nominating $10,000 | Amended policy | McKenna chairs Compensation |
| Committee member retainers (policy, 2025) | Audit $10,000; Compensation $7,500; Nominating $5,000 | Amended policy | McKenna is member of Nominating |
Performance Compensation
| Grant | Shares | Exercise Price | Grant Date | Vesting | Grant-Date Fair Value | Approval |
|---|---|---|---|---|---|---|
| 2023 Plan Option | 50,000 | $23.60 | Aug 17, 2023 | Monthly over 36 months | Included in 2023 option awards disclosure | Granted at appointment |
| Non-Plan Option | 100,000 | $23.60 | Aug 17, 2023 | Monthly over 36 months (time-based) | Part of $4,025,828 2024 option award total | Approved by stockholders Jun 5, 2024 (For: 40,430,389) |
| Annual director option (2024) | 10,370 | Varies | 2024 | Time-based (policy) | Included in 2024 options | Granted to each non-employee director |
- Policy characteristics: Director equity is option-based, time-vested; no performance conditions disclosed for director awards (vesting over time per policy and grant descriptions) .
- Clawback/hedging: Company maintains an Incentive Compensation Clawback Policy per Nasdaq Rule 10D-1 and prohibits hedging, short sales, and derivatives by directors/officers/employees .
Other Directorships & Interlocks
| Link | Description | Governance Risk Consideration |
|---|---|---|
| APGE–NAMS | McKenna is a director at NAMS; APGE director BJ Jones is NAMS Chief Commercial Officer | Information flow/interlock; monitor for related-party transactions (none disclosed) |
| Investor directors | Fairmount (Harwin, Kiselak) and Venrock (Shah, Gottesdiener) hold significant APGE stakes; board seats | Concentrated investor influence; Board affirms independence assessments under Nasdaq rules |
| Paragon relationship (company-level) | Extensive collaboration/licensing with Paragon, a Fairmount-affiliated JV; material payments and milestones | Related-party exposure managed under Audit Committee policy; McKenna has no disclosed interest in these transactions |
Expertise & Qualifications
- Strategic/operator with commercialization and M&A expertise; led Prometheus through $10.8B sale; significant revenue/margin expansion at Salix; senior P&L at Bausch + Lomb .
- Education: B.S. Marketing (Arizona State); MBA (Azusa Pacific) .
- Industry recognition: Ernst & Young Entrepreneur of the Year in 2023 (as noted by APGE press release) .
Equity Ownership
| As-of Date | Voting Common Stock Owned | Options Exercisable or Vesting ≤60 days | Total % Ownership | Voting Power |
|---|---|---|---|---|
| Apr 21, 2025 | 122,041 | 102,041 | <1% | <1% |
| Dec 31, 2024 (position snapshot) | — | 66,670 (held) | — | — |
- Anti-pledging/hedging: Hedging and short sales prohibited; no pledging disclosures for McKenna .
- Ownership alignment: Large equity option grants align incentives with shareholder value; non-plan option approved by shareholders .
Governance Assessment
- Strengths: Independent Chair structure; McKenna chairs Compensation and serves on Nominating; Board affirms independence; strong attendance; shareholder ratification of his 100,000-option grant indicates support for equity alignment; anti-hedging/clawback policies in place .
- Watch items:
- Time commitments: Concurrent CEO/Chair role at Mirador plus two public boards (SYRE, NAMS) — Nominating Committee reviews director time commitments annually; monitor engagement depth and attendance continuity .
- Investor concentration/related parties: Significant Fairmount/Venrock ownership and Paragon affiliations increase perceived conflicts risk; Audit Committee policy governs related-party transactions; McKenna has no disclosed related-party interests at APGE per 8‑K .
- Compensation optics: Large option package (100,000 non-plan plus plan grants) for Chair is atypical but shareholder-approved; continue monitoring Compensation Committee independence and consultant (Alpine) conflict screening (committee determined consultant independence, no conflicts) .
RED FLAGS: None explicitly disclosed for McKenna (no related-party transactions, legal proceedings, pledging, or hedging). Company-level related-party exposure with Paragon warrants ongoing oversight; interlocks with NAMS through another APGE director should be monitored .
Appendix: Director Compensation Detail (2024)
| Component | Mark C. McKenna (2024) |
|---|---|
| Option Awards ($) | $4,025,828 (includes 100,000 non-plan option, and director annual option) |
| Cash Fees ($) | $84,000 |
| Total ($) | $4,109,828 |