Mary Lynne Hedley
About Mary Lynne Hedley
Mary Lynne Hedley, Ph.D., age 62, is a Class III independent non‑executive director of Centessa Pharmaceuticals plc (CNTA). She joined the board in February 2021; her current term runs to the 2027 annual general meeting. Hedley is a Senior Scientific Fellow and strategic advisor to the Broad Institute of MIT and Harvard and a venture partner at Third Rock Ventures. She holds a B.S. in Microbiology from Purdue University (1983) and a Ph.D. in Immunology from UT Southwestern (1988).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TESARO | Co‑founder; Director, President & COO | 2010–2019 | Led growth to ~900 employees; multiple FDA/EMA approvals; commercial launch of Zejula; company later acquired by GSK |
| Abraxis Bioscience | EVP & Chief Scientific Officer | Prior to 2010 (dates not specified) | Responsible for R&D, Operations, Medical Affairs, Business Development |
| Eisai (post MGI PHARMA acquisition) | Executive Vice President | Assumed after MGI PHARMA acquisition in Jan 2008 | Executive leadership in global pharma integration and operations |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Broad Institute of MIT & Harvard | Senior Scientific Fellow; strategic advisor | Not disclosed | Scientific advisory capacity |
| Third Rock Ventures | Venture Partner | Not disclosed | Venture investing and company‑building |
| Veeva Systems (Nasdaq: VEEV) | Director | Not disclosed | Public company board service |
| Eli Lilly and Company | Director | Not disclosed | Public company board service |
Board Governance
- Classification and tenure: Class III director; term expires at the 2027 AGM. The board is staggered across Class I–III.
- Independence: The board determined all directors other than the CEO (Saurabh Saha) are independent under Nasdaq rules. Hedley is independent.
- Committees and chair roles: Audit Committee member; Audit is chaired by Carol Stuckley. Not on Compensation or Nominating & Corporate Governance.
- Attendance and engagement: In 2024, the board met 4 times; Audit and Compensation met 5 times each; Nominating did not meet. All directors attended at least 75% of aggregate board/committee meetings; all directors other than Samarth Kulkarni attended the 2024 AGM (Hedley attended).
- Insider trading/hedging policy: Company expressly prohibits directors, officers, and employees from hedging and pledging company stock and derivative transactions.
- Related‑party oversight: Audit Committee reviews and approves all related‑party transactions; none reported since Jan 1, 2023 other than standard compensation arrangements.
Fixed Compensation
| Component | FY 2024 Amount | Basis/Policy | Notes |
|---|---|---|---|
| Board annual cash retainer | $40,000 | Non‑employee director compensation policy | Paid in cash |
| Audit Committee member retainer | $10,000 | Non‑employee director compensation policy | Paid in cash |
| Total cash fees paid (Hedley) | $50,000 | Actual FY 2024 | Matches board + Audit member retainers |
- Policy caps: First‑year director total comp cap $1,000,000; thereafter $750,000 per calendar year.
- Expense reimbursement: Reasonable out‑of‑pocket board/committee meeting expenses reimbursed.
Performance Compensation
| Award Type | FY 2024 Grant Value | Shares per Policy | Vesting Schedule | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Annual non‑employee director stock option | $287,242 (grant‑date fair value) | 40,000 options per annual meeting (since May 19, 2022 revision) | Annual grant vests in full on the earlier of first anniversary or next AGM | Full accelerated vesting upon sale of the company |
| Initial non‑employee director stock option (at first election) | Not applicable in 2024 | 80,000 options (since May 19, 2022 revision; prior policy targeted $900,000 fair value) | Vest in 36 equal monthly installments over 3 years from grant | Full accelerated vesting upon sale of the company |
- FY 2024 mix: Cash $50,000 and option awards $287,242, totaling $337,242; equity comprised the majority of compensation (option value from grant‑date fair value).
Other Directorships & Interlocks
- Current public company boards: Veeva Systems (VEEV) and Eli Lilly and Company. These roles expand network reach and sector insight but could create information‑flow considerations with a large biopharma peer; Centessa mitigates conflicts via its related‑party policy and Audit Committee oversight.
Expertise & Qualifications
- Scientific leadership: Co‑founded TESARO; led pipeline to multiple regulatory approvals; commercial execution in oncology (Zejula).
- Executive operating experience: Held EVP/CSO roles (Abraxis), EVP (Eisai post‑MGI acquisition).
- Education: B.S. Microbiology (Purdue, 1983); Ph.D. Immunology (UT Southwestern, 1988).
- Governance: Independent director with Audit Committee service; board determined independence.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 304,474 | Consists of options exercisable within 60 days of Apr 24, 2025 |
| Ownership as % of outstanding | 0.23% | Based on 133,598,369 shares outstanding as of Apr 25, 2025 |
| Options outstanding (as of Dec 31, 2024) | 352,474 options | Director options held; aggregate count disclosed |
| Vested vs unvested breakdown | 304,474 vested/exercisable within 60 days; unvested not disclosed | Beneficial ownership includes exercisable only |
| Shares pledged as collateral | Prohibited by policy | Hedging/pledging expressly prohibited |
Fixed Compensation (Director Compensation Table – FY 2024)
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 |
| Stock Awards ($) | — |
| Option Awards ($) | $287,242 |
| Total ($) | $337,242 |
Insider Trades and Section 16 Compliance
| Item | FY 2024 Status |
|---|---|
| Section 16(a) filings timeliness (directors/officers/10% holders) | Company believes all were timely in 2024 based on review and representations |
Potential Conflicts or Related‑Party Exposure
- Related‑party transactions: None involving directors or >5% holders since Jan 1, 2023, other than standard compensation arrangements.
- Oversight mechanisms: Audit Committee reviews and approves related‑party transactions; company has a Code of Ethics and formal related‑party transaction policy.
- Trading/pledging/hedging restrictions: Prohibited for directors, officers, and employees, reducing misalignment risk; policy prohibits derivative transactions and pledging.
Compensation Structure and Governance Signals
- Use of independent consultant: Aon Radford engaged by Compensation Committee in 2024 to ensure competitiveness of executive and non‑executive compensation.
- Clawback/malus: Company adopted SEC/Nasdaq‑compliant Compensation Recovery Policy; malus and clawback apply to bonuses and equity awards with detailed triggers and timelines.
- Director compensation caps and equity emphasis: Policy caps annual director compensation and emphasizes time‑vested option grants; acceleration upon sale of the company is clearly defined.
Governance Assessment
- Board effectiveness: Hedley brings deep drug‑development and commercial oncology experience and continues to serve on the Audit Committee, supporting financial oversight; board independence affirmed.
- Alignment: Significant equity‑based director compensation and prohibitions on hedging/pledging support alignment; beneficial ownership largely reflects vested options.
- Engagement: Attendance thresholds met across 2024 board/committee meetings; Hedley attended the 2024 AGM.
- Red flags: No related‑party transactions reported; hedging/pledging banned; Section 16 filings timely; no compensation committee interlocks or insider participation.