Alon Lazarus
About Alon Lazarus
Alon Lazarus, Ph.D., age 50, has served on Werewolf Therapeutics’ board since August 2019. He is Biotech Investment Manager in the Pharma Division of Arkin Holdings, Ltd. (since August 2013) and previously worked in healthcare business development at Yissum Research Development Company and as an analyst at Integra Holdings; he holds a Ph.D. in Molecular Biology (Hebrew University Hadassah Medical School), an MBA, and a B.Sc. in Biology (Hebrew University) . The board determined he is independent under Nasdaq rules; his current term as a Class III director runs through the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arkin Holdings, Ltd. (Pharma Division) | Biotech Investment Manager | Aug 2013–present | Healthcare investment leadership |
| Yissum Research Development Company | Healthcare Business Development | Jan 2012–Aug 2013 | BD for university tech transfer |
| Integra Holdings, Ltd. | Analyst | Prior to Aug 2013 | Early-stage healthcare investing/analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keros Therapeutics, Inc. | Director | Apr 2016–Dec 2020 | Public biotech; board service concluded in 2020 |
| Oncorus, Inc. | Director | Jul 2016–Aug 2019 | Public biotech; board service concluded in 2019 |
| Various private life sciences companies | Director | Ongoing | Several private board roles (not individually listed) |
Board Governance
- Class III director; term expires at the 2027 annual meeting .
- Committee assignments: Audit Committee member; Compensation Committee member and Chair .
- Independence: Board determined Lazarus is independent (only CEO Hicklin and Dr. Morrison are not independent) .
- Attendance: In 2024, each director attended ≥75% of combined board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent chair (Luke Evnin); board separates CEO and chair; no lead independent director given independent chair; independent directors meet at least twice per year in executive session .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 52,500 | 57,500 |
| Committee fee schedule (member/chair) | Board $35,000 / +$30,000; Audit $7,500 / +$7,500; Compensation $5,000 / +$5,000; Nominating $4,000 / +$4,000 | Board $40,000 / +$70,000 chair; Audit $7,500 / +$15,000 chair; Compensation $5,000 / +$10,000 chair; Nominating $4,000 / +$8,000 chair |
| Reimbursement policy | Reasonable travel/expense reimbursement (non-employee directors) | Reasonable travel/expense reimbursement (non-employee directors) |
Notes: Lazarus’s 2024 cash fees of $57,500 align with Board member ($40,000), Compensation Committee chair ($10,000), and Audit Committee member ($7,500) .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Option Awards – Grant-Date Fair Value ($) | 26,030 | 64,479 |
| Outstanding director option awards (shares, at 12/31) | 48,000 | 65,500 |
| Annual director grant shares (program) | 17,500; vests fully by next annual meeting or 1-year anniversary | 17,500; vests fully by next annual meeting or 1-year anniversary |
| New director grant shares (program) | 35,000; 3-year monthly vesting (1/3 at year 1 then monthly to year 3) | 35,000; 3-year monthly vesting (1/3 at year 1 then monthly to year 3) |
| Program change effective Jan 1, 2025 | — | New director grant increased to 54,000 shares; annual grant increased to 27,000 shares |
Vesting and Exercise Terms:
- Options issued at fair market value on grant date; 10-year term; change-of-control accelerates unvested options for non-employee directors .
- The company prohibits timing grants around MNPI; outlines grant timing practices; no RSUs disclosed for directors .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| External public boards | Keros Therapeutics (2016–2020), Oncorus (2016–2019) |
| Board-level interlock context | Crossbow sublease: payments of ~$0.4M (2024) and ~$1.6M (2023); linked to Dr. Morrison (Crossbow CEO) and MPM affiliations (Dr. Evnin) – not Lazarus-specific . Independence review explicitly kept Lazarus independent . |
Expertise & Qualifications
- Advanced scientific training: Ph.D. in Molecular Biology (Hebrew University Hadassah Medical School); B.Sc. in Biology; MBA (Hebrew University) .
- Investment/BD experience across venture and pharma investing via Arkin Holdings, Yissum, and Integra; prior public board experience at Keros and Oncorus .
Equity Ownership
| As of April 14, 2025 | Shares | % |
|---|---|---|
| Common shares owned | 2,046,634 | |
| Options exercisable within 60 days | 65,500 | |
| Total beneficial ownership | 2,112,134 | |
| Ownership as % of outstanding (44,873,646 shares) | 4.7% |
Policy Protections:
- Anti-hedging and pledging policy: prohibits short sales, hedging instruments, and pledging/margin accounts for directors and employees .
- Clawback policy (Nasdaq-compliant) applies to incentive-based compensation in restatement scenarios (primarily executive officers) .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee—clear role in overseeing executive pay and succession planning . Strong attendance standards met; board has independent chair and regular executive sessions, supporting robust oversight . Significant equity ownership (4.7%) aligns incentives with shareholders .
- Compensation mix: Cash fees plus options; 2024 option fair value increased versus 2023, and program moved to higher grant sizes effective 2025—watch for dilution and pay-for-risk calibration in a small-cap biotech .
- Potential conflicts: Crossbow sublease involves other directors (Morrison/Evnin via MPM) but not Lazarus; audit committee oversees related-party transactions under a formal policy—Lazarus remains independent .
- Red flags: None disclosed specific to Lazarus—no related-party transactions with Arkin or personal entities disclosed; hedging/pledging prohibited by policy .
- Signals to monitor: Future say-on-pay outcomes (not disclosed here), evolution of compensation committee composition, and any changes in equity grant structures or performance linkage for executives under Lazarus’s chair role .