Tim Van Hauwermeiren
Denali TherapeuticsAbout Tim Van Hauwermeiren
Tim Van Hauwermeiren is Denali Therapeutics’ newly appointed independent director (Class I; appointed November 4, 2025; term expiring at the 2027 annual meeting). He is co‑founder and CEO of argenx and brings more than two decades of leadership across life sciences and consumer goods (Ablynx, Procter & Gamble). Education: B.Sc. and M.Sc. in bioengineering (Ghent University) and Executive MBA (Vlerick School of Management). Age 53. Board determined he is independent under Nasdaq rules and disclosed no related‑party transactions under Item 404(a) at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| argenx | Co‑founder; Chief Executive Officer; Board member | 2008–present; Board since 2014 | Scaled from start‑up to global commercial immunology business |
| Ablynx | Business development / management roles | Prior to argenx (dates not disclosed) | Built BD expertise used to scale argenx |
| Procter & Gamble | Management roles (consumer goods) | Prior to biopharma (dates not disclosed) | General management training |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| argenx (Euronext/Nasdaq: ARGX) | CEO; Director | 2008 (CEO); 2014 (Director) | Active public‑company executive and director |
| Lexeo Therapeutics (Nasdaq: LXEO) | Director | Not disclosed | Current public‑company directorship |
Board Governance
- Appointment/Classification: Class I director appointed November 4, 2025; term through the 2027 annual meeting .
- Independence: Board determined independent under Nasdaq rules; no Item 404(a) transactions at appointment .
- Committee assignments: MarketScreener presently lists Tim on Governance/Nominating committee (company‑verified assignments may follow) .
- Risk oversight context: Audit reviews related‑party transactions and cybersecurity; Compensation oversees pay policies; Corporate Governance & Nominating oversees director independence and conflicts .
- Attendance: Not yet disclosed (appointed Q4 2025).
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (2025) | $50,000 | Payable quarterly, prorated; policy amended January 2025 |
| Committee retainers (chair/member) | Audit: $20,000 / $10,000; Compensation: $15,000 / $7,500; Governance & Nominating: $10,000 / $5,000; Science & Technology: $10,000 / $5,000 | 2025 retainers per outside director policy |
| Non‑Executive Chair additional retainer | $35,000 | 2025 policy |
The 10‑Q explicitly confirms Tim will receive the standard annual cash compensation and was granted initial equity per policy .
Performance Compensation
| Equity Award Type | Grant Framework | Grant Value | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|---|
| Initial option + RSU (at appointment) | Nonstatutory stock option (60%) + RSU (40%) under 2017 Plan | ~$700,000 aggregate company‑assessed value | Option: 25% at 1‑yr anniversary, then monthly over 48 months; RSU: 25% annually over 4 years | If awards assumed/substituted and director terminated other than voluntary resignation (unless at acquirer’s request), director awards fully vest; performance goals deemed achieved at 100% of target unless otherwise specified |
| Annual option + RSU (ongoing) | Nonstatutory option (60%) + RSU (40%) | ~$400,000 aggregate company‑assessed value annually | Annual grants vest 100% on earlier of 1‑yr anniversary or day prior to next annual meeting, subject to continued service | Subject to plan terms and 2017 Plan limits |
Additional structural safeguards:
- Equity award cap: ≤$1.0M grant‑date fair value per fiscal year for non‑employee directors; ≤$1.6M for initial service grants under the 2017 Plan .
- Pay benchmarking guardrail: Cash and equity for directors not to exceed 75th percentile of approved peer group through at least the 2025 annual meeting .
Other Directorships & Interlocks
- Interlock risk: Denali director Steve E. Krognes serves on the board of argenx SE; Tim is argenx’s CEO and now a Denali director. This creates a potential information‑flow interlock across DNLI/ARGX boards that warrants monitoring for conflicts in collaborations, BD, or competitive activities .
- Additional directorship: Lexeo Therapeutics director role adds external governance exposure within biotech .
Expertise & Qualifications
- Strategic scale‑up experience from clinical‑stage to commercial‑stage biotech; deep business development and general management background .
- Immunology and antibody engineering domain expertise via argenx; prior BD roles at Ablynx; consumer‑goods operational rigor from P&G .
- Formal training: Bioengineering (Ghent University), Executive MBA (Vlerick) .
Equity Ownership
| Item | Status | Detail |
|---|---|---|
| Initial director equity | Granted Nov 4, 2025 | Initial option + RSU totaling ~$700,000 per policy; specific share counts not disclosed in public filings at appointment |
| Annual director equity | Eligible | ~$400,000 annually (60% options/40% RSUs) after ≥6 months service at annual meeting; full vest within ~1 year subject to continued service |
| Ownership guidelines | Required | ≥3x annual cash retainer; compliance deadline is later of April 16, 2026 or 5th anniversary of initial appointment (for Tim, November 2025 + 5 years) |
| Pledging/Hedging | Not disclosed | No pledging noted; general policies not detailed for directors in 2025 proxy sections cited |
Governance Assessment
-
Positives:
- Independence established; no related‑party transactions at appointment; clean Item 404(a) status enhances investor confidence .
- Strong commercialization and BD expertise relevant to Denali’s anticipated first product launch and platform expansion .
- Director pay capped and benchmarked; equity split favors options (higher performance sensitivity vs pure RSU), with robust change‑in‑control clarity .
- Ownership alignment via 3x retainer guideline and sale restrictions until guideline met .
-
Watch items / RED FLAGS:
- Board interlock with argenx via Tim (CEO/director) and Denali’s Steve Krognes (argenx SE director) increases potential for perceived conflicts in BD/collaboration decisions; Audit and Governance committees should actively oversee related‑party and conflict protocols .
- Committee assignments for Tim appear in media listings but are not yet confirmed via SEC proxy/charters; investors should watch for formal committee seating and any role as chair impacting fee accruals .
- Attendance/engagement cannot be assessed until the next proxy; track meeting attendance and equity holding progress vs guideline in 2026 proxy .
Net: Tim’s appointment adds commercialization depth to Denali’s board at a pivotal transition, with a largely shareholder‑friendly director pay framework and independence affirmed. Interlocks with argenx necessitate vigilant committee oversight to prevent conflicts and preserve board effectiveness .
