Denise Scots-Knight

About Denise Scots-Knight

Independent director since March 2019; age 65; Co‑Founder, CEO and Director of Mereo BioPharma Group plc. Background spans venture capital leadership (Nomura Phase4 Ventures/Phase4 Partners), institutional investing, and biotech company building, with recognition among “15 leading women in European biotech.” Tenure on Elanco board: 6 years; independence affirmed and committee member on Compensation and Human Capital, and Innovation, Science & Technology .

Past Roles

Organization	Role	Tenure	Notes
Mereo BioPharma Group plc	Co‑Founder, CEO, Director	2015–present	UK-based, Nasdaq-listed; rare diseases focus
Phase4 Ventures GP entities	Partner	2010–2019	Life sciences VC partnerships
Phase4 Partners Ltd.	Chief Executive Officer	2010–2015	Global life sciences VC firm
Nomura Phase4 Ventures	Head	2004–2010	VC affiliate of Nomura International plc

External Roles

Organization	Role	Tenure	Committees/Impact
Mereo BioPharma Group plc	Director (also CEO)	2015–present	Global biotech leadership, innovation oversight
OncoMed Pharmaceuticals Inc.	Director	2008–2018	Prior public board experience
Albireo Pharma, Inc.	Director	2008–2017	Prior public board experience

Board Governance

Committee assignments and independence: Member, Compensation & Human Capital Committee (6 meetings in 2024; all members independent; no compensation committee interlocks) . Member, Innovation, Science & Technology Committee (4 meetings in 2024; all members independent) .
Board attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; 12 of 14 directors attended the 2024 annual meeting .
Years of service (skills matrix): 6; Gender: Female; Age: 65 .
Engagement signal: Signed the Compensation & Human Capital Committee Report with Chair and another member, indicating active participation in executive pay oversight .

Fixed Compensation

Item (2024)	Amount ($)
Fees Earned or Paid in Cash	90,000
Stock Awards (DSUs) – Grant-date fair value	240,012
Total	330,012

Program structure: Annual cash retainer $90,000; DSUs $240,000; Chair add-ons (not applicable to Scots‑Knight unless serving as chair): Audit Chair $25,000; Compensation & Human Capital Chair $20,000; other committee chairs $16,000; paid quarterly/pro‑rated on role changes .
Equity grant mechanics: DSUs fully vested at grant; mandatory deferral until January of the second year after leaving the Board; Nov 29, 2024 grant of 18,169 DSUs based on $13.21 closing price .

Performance Compensation

Performance Metric	Target/Weight	Payout Determination
None (director compensation not performance‑based)	N/A	DSUs are fully vested time‑based awards; mandatory deferral post‑service

No director bonuses, options, or PSUs disclosed; directors may defer cash into a deferred stock account or deferred compensation account (cash interest at 120% of AFR; payments in shares/cash per plan terms) .

Other Directorships & Interlocks

Company	Current/Prior	Notes
Mereo BioPharma Group plc	Current	CEO and Director
OncoMed Pharmaceuticals Inc.	Prior	2008–2018
Albireo Pharma, Inc.	Prior	2008–2017

Interlocks: Compensation Committee disclosed no interlocks or insider participation in 2024; none of the members were officers/employees of Elanco .
Board commitments: Corporate Governance Guidelines limit non‑employee directors to three other public boards; all directors are in compliance .

Expertise & Qualifications

Health care/biotech industry expertise; global business leadership; institutional investor perspective; R&D/innovation acumen backed by building new innovation models and partnerships .
Skills matrix flags: Animal Health/Health Care Industry; Business Leadership & Operations; Finance & Accounting; Global Business Experience; Human Capital Management; Institutional Investor Perspective; M&A & Business Development; Public Company Board Experience; R&D/Innovation; Risk Management & Sustainability .

Equity Ownership

Metric	Value
Shares Beneficially Owned (as of Mar 19, 2025)	0; less than 1% of class
DSUs Held (as of Mar 19, 2025)	79,387
DSUs Outstanding (as of Dec 31, 2024)	79,387
Shares pledged as collateral	None pledged among directors/NEOs as of Mar 19, 2025
Settlement of DSUs	Second January after departure; lump sum or 2–10 year installments; director‑selected
Ownership guidelines	Encourage meaningful ownership; DSUs and deferral structure enforce holding period

Governance Assessment

Strengths: Independent director with deep biotech/R&D credentials; active role on Compensation & Human Capital and Innovation committees; non‑employee director compensation aligned with equity through DSUs and enforced post‑service holding, supporting long‑term alignment .
Engagement: Participated in 2024 compensation oversight (committee report signatory); Board and committee attendance at least 75% threshold met by all directors .
Alignment/Ownership: Holds 79,387 DSUs with mandatory deferral; no direct beneficial share ownership and no pledging; program incentivizes long‑term alignment via deferral rather than tradable equity during service .
Conflicts/Red flags: No related person transactions involving Scots‑Knight disclosed; compensation committee interlocks explicitly none; all directors compliant with outside board limits. No insider trading or hedging/pledging issues disclosed for her. Overall, no governance red flags identified in disclosed materials .