Mika Derynck
About Mika Derynck
Independent director (Class I) at Enliven Therapeutics since February 23, 2023; age 62; current term expires at the 2027 annual meeting . M.D. and B.A. in Biology from Boston University; Internal Medicine residency at Johns Hopkins Hospital; Medical Oncology fellowship at UCSF . Currently Executive Vice President and Oncology Therapeutic Area Head at Vir Biotechnology (since September 2024); prior senior roles at Amunix/Sanofi and Genentech . The board affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech (Roche) | Senior Group Medical Director | Jan 2004 – Apr 2019 | Oncology development leadership |
| Amunix Pharmaceuticals | Chief Medical Officer | Apr 2019 – Feb 2022 | Company acquired by Sanofi; transitioned into Sanofi R&D |
| Sanofi (R&D) | Global Head of Conditional Biologics (Amunix within Sanofi R&D) | Feb 2022 – Sep 2024 | Led conditional biologics strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vir Biotechnology, Inc. | EVP & Oncology Therapeutic Area Head | Sep 2024 – Present | Employment role, not a disclosed directorship |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined Derynck and a majority of directors are independent; audit/compensation/NCG committees composed of independent directors as required .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; audit held 4, compensation 3, nominating 3 meetings .
- Leadership/structure: Independent Chairman (Richard Heyman); CEO and Chair roles separated; independent director executive sessions occur regularly .
- Stockholder support: 2025 Annual Meeting—Class II directors received strong support; auditor ratification received 45,392,647 “For” votes (no director election for Class I in 2025) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 35,000 | Policy rate in 2024 |
| Audit Committee member fee | 7,500 | Policy rate in 2024 |
| Nominating & Corporate Governance Committee member fee | 4,000 | Policy rate in 2024 |
| Cash fees earned (reported) | 46,500 | Derynck 2024 cash total aligns with committee memberships |
| Equity—Annual stock option award (grant-date fair value) | 249,890 | Reported option award value; time-based vesting |
| Total 2024 director compensation | 296,390 | Sum of cash and options reported for Derynck |
- Policy updates (effective Jan 2025): Board cash retainer increased to $40,000; committee chair/member fees increased; Annual option award “Value” increased to $325,000 (Chair $365,000) .
Performance Compensation
- Structure: Non-employee director equity awards are stock options; Initial Awards vest monthly over 36 months; Annual Awards vest fully by the next annual meeting anniversary—time-based vesting without disclosed performance conditions .
- Change-of-control treatment: Director equity awards (Initial and Annual) fully vest immediately prior to consummation of a change in control if service continues to that date .
| Performance Metric | Applies to Director Equity? | Evidence |
|---|---|---|
| Revenue growth | No disclosed linkage | Director option awards are time-based per policy |
| EBITDA/Profit targets | No disclosed linkage | Director option awards are time-based per policy |
| TSR percentile/market-based | No disclosed linkage | Director option awards are time-based per policy |
| ESG goals | No disclosed linkage | No ESG criteria disclosed for director awards |
Other Directorships & Interlocks
- Public company boards: None disclosed for Derynck in ELVN proxy biography .
- Interlocks: Serves alongside OrbiMed partner Rishi Gupta (major ELVN holder) on ELVN’s board; board notes independence and related-party oversight via Audit Committee .
Expertise & Qualifications
- Medical/oncology expertise with >20 years in biopharma; senior clinical and R&D leadership (Genentech, Amunix/Sanofi, Vir) .
- Education: B.A. Biology; M.D.; Internal Medicine residency; Medical Oncology fellowship .
- Governance: Independent director; Audit and NCG committee member; not designated audit committee financial expert (audit chair Jake Bauer is the financial expert) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding |
|---|---|---|
| Mika Derynck, M.D. | 102,587 (options exercisable within 60 days of 3/31/2025) | <1% (*) |
(*) “Represents beneficial ownership of less than one percent (1%)” per proxy table .
- Hedging/pledging: Company Insider Trading Policy prohibits pledging and hedging by directors and related persons .
Governance Assessment
- Alignment: Majority of director pay in equity options ($249,890 vs $46,500 cash in 2024), fostering alignment; time-based vesting and change-in-control acceleration typical for directors .
- Independence & oversight: Derynck is independent; sits on Audit and NCG committees—the Audit Committee oversees related-party transactions; board regularly holds independent sessions; chair/CEO separation improves oversight .
- Attendance/engagement: Board and committee meeting cadence with at least 75% attendance by all directors indicates engagement; audit met quarterly in 2024 .
- Conflicts/related parties: No related-party transactions disclosed involving Derynck; Audit Committee reviews and pre-approves such transactions under a formal policy . Her employment at Vir Biotechnology is disclosed; no ELVN transactions with Vir disclosed .
- Policies/Risk controls: Strict hedging/pledging prohibitions; compensation recovery policy applies to officers (not directors) for restatements . Stockholder support in 2025 suggests confidence in board oversight (auditor ratification overwhelming “For”) .
- Red flags: None specific to Derynck disclosed (no pledging, no related-party transactions, independent status affirmed). Company-wide historical option repricing occurred in 2022 for certain options (not tied to Derynck’s director awards) .
Overall, Derynck brings deep oncology leadership and maintains independence, with meaningful equity-based pay and committee roles that support investor confidence; disclosed policies mitigate alignment risks, and no related-party or attendance concerns are noted .