James Merson
Cidara TherapeuticsAbout James Merson
James Merson, Ph.D. (age 64) has served as an independent director of Cidara Therapeutics since April 2024. He is a career R&D leader in antivirals, vaccines and immuno‑oncology with senior leadership experience at Pfizer and Janssen, and currently serves as Chief Virology Officer at Dispatch Biotherapeutics (private). He holds a B.A. in Biology (Bellarmine College) and a Ph.D. in Microbiology & Immunology (Baylor College of Medicine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janssen (J&J) | Global Therapeutic Head, Infectious Diseases | 2018–Mar 2023 | Led infectious diseases strategy and portfolio |
| Pfizer | Therapeutic Area Head, Antivirals; CSO, Vaccines Research Unit; SVP & CSO, Vaccine Immunotherapeutics | 1988–2017 | Senior scientific leadership in antivirals and vaccines |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Dispatch Biotherapeutics (private) | Chief Virology Officer | Since Dec 2023 |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee; committee chaired by Dr. Bassler; other members include Daniel Burgess .
- Independence: Board affirms all directors other than CEO are independent under Nasdaq rules; Merson is independent .
- Attendance: Board met 6 times in 2024; all directors attended ≥75% of Board/committee meetings; independent directors held 5 executive sessions in 2024 .
- Tenure: Director since April 2024; initially appointed pursuant to a Securities Purchase Agreement with investors .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 | $70,000 for Chair of the Board |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000 | Chair retainers: Audit $20,000; Compensation $15,000; Nominating $10,000; in lieu of member fees |
2024 actual cash fees received:
| Year | Cash Fees ($) |
|---|---|
| 2024 | $30,189 |
Notes: Policy amended in Dec 2024 (committee fees increased), and reimbursement provided for Board-related travel and expenses .
Performance Compensation
- Equity format: Stock options only (automatic initial and annual grants per Director Compensation Policy). No RSUs reported for directors in 2024; one-time options granted in Dec 2024 to certain directors (not to Merson) .
- 2024 grant fair value (FASB ASC 718): $58,073 (options) .
- Vesting schedules per policy:
- Initial option grant: 22,200 shares; 1/3 at first anniversary, remainder monthly over next two years; accelerated on change of control .
- Annual option grant: 11,100 shares; vests in one installment by first anniversary or next annual meeting; pro‑rated for mid‑year appointments; accelerated on change of control .
- Equity plan governance:
- No repricing without stockholder approval; restrictions on dividends; explicit acceleration treatment if awards are not assumed in a change in control .
- Company maintains a clawback policy for incentive compensation; awards are subject to recoupment .
Performance-award metric framework under the equity plan (used for performance awards generally; director awards are options):
| Metric Categories (examples) | Description |
|---|---|
| Financial metrics | EPS, EBITDA, margin, ROE/ROA, cash flow, revenue targets |
| Market/returns | TSR, stock price performance, market share |
| Operational/R&D | Clinical milestones, IND/NDA submissions, manufacturing yields, budget management |
| Governance/ESG | Corporate governance/compliance, workforce diversity |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Dispatch Biotherapeutics | Private biotech | Chief Virology Officer | No related‑party transactions disclosed; Audit Committee oversees related‑party policy |
No public company directorships disclosed for Merson in the proxy; prior roles at Janssen and Pfizer noted above .
Expertise & Qualifications
- 37+ years R&D leadership in antivirals and vaccines; senior roles across Pfizer’s vaccine units and Janssen’s infectious diseases portfolio .
- Scientific training in microbiology & immunology; brings domain expertise relevant to Cidara’s infectious disease programs .
Equity Ownership
| As of | Shares Beneficially Owned (Common) | % Outstanding | Detail |
|---|---|---|---|
| Apr 21, 2025 | 3,660 | <1% | Represents shares underlying options exercisable within 60 days |
- Director & employee hedging/pledging prohibitions: Short sales, margin accounts, pledging, and derivatives (puts/calls) are prohibited under Insider Trading/Hedging Policy .
Governance Assessment
- Board effectiveness: Merson adds deep infectious disease and vaccine R&D expertise aligned with Cidara’s therapeutic focus; independent status and active service on Nominating & Governance supports oversight quality .
- Alignment & incentives: Director pay structure is standard small‑cap biotech (cash retainers plus option grants), with governance safeguards (no repricing without stockholder approval, clawback policy, controlled vesting/acceleration) that reduce pay‑practice risk .
- Engagement: Attendance thresholds met; independent directors hold executive sessions, indicating active oversight .
- Conflicts/red flags:
- Related-party transactions: None disclosed involving Merson; policy requires Audit Committee review of any ≥$120,000 transactions; Merson would recuse if conflicted .
- Ownership: Personal ownership is modest (<1%), typical for newly appointed directors; option-based equity and hedging/pledging prohibitions support alignment, but low outright share ownership is a modest alignment gap to monitor .
- Signal to investors: Appointment via a Securities Purchase Agreement reflects investor-driven board refresh; his domain expertise and independence should bolster confidence in clinical and governance decision-making as long as related-party rigor remains evident .