Luke Evnin
About Luke Evnin
Luke Evnin, Ph.D., age 61, is Chair of the Board at Werewolf Therapeutics (HOWL), serving on the board since October 2017 and as chair since August 2019. He co-founded MPM Capital in 1997 and is a Managing Director, with a prior seven-year venture capital tenure at Accel Partners. He holds an A.B. in molecular biology from Princeton University and a Ph.D. in biochemistry from UCSF. His public-company experience includes serving as CEO of Turmeric Acquisition Corp. (SPAC) from August 2020 to April 2023 and as chair/co-founder of Harpoon Therapeutics until July 2020; he also served on the board of Oncorus until June 2023 and chairs the Scleroderma Research Foundation (non-profit) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Werewolf Therapeutics | President & CEO | Dec 2017 – Aug 2019 | Founder leadership; transitioned to independent Chair from Aug 2019 |
| MPM Capital | Managing Director (co-founder) | 1997 – Present | Co-founded firm; chairs multiple portfolio company boards |
| Accel Partners | Venture Capitalist | ~7 years prior to 1997 | Early-stage investing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turmeric Acquisition Corp. (SPAC) | Chief Executive Officer | Aug 2020 – Apr 2023 | Led SPAC strategy/execution |
| Harpoon Therapeutics (public) | Co-founder; Chair | 2015 – Jul 2020 | Immunotherapy strategy oversight |
| Oncorus (public) | Director | Mar 2016 – Jun 2023 | Board governance in biotech |
| Scleroderma Research Foundation | Chair (non-profit) | Ongoing | Philanthropic leadership |
Board Governance
- Board leadership: Independent Chair since Aug 2019; the company separates CEO and Chair roles and has no Lead Independent Director because the Chair is independent per Nasdaq rules .
- Independence: Board determined Evnin is independent under Nasdaq, SEC Rule 10C-1 (compensation committee), and Rule 10A-3 (audit committee independence standards) frameworks (applies to committee membership standards) .
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation Committee; not on Audit Committee .
- Attendance/engagement: Board met 5 times in 2024; each director attended ≥75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Corporate governance guidelines require independent director executive sessions at least twice a year .
- Risk oversight: Board oversees risk, with Audit covering financial/legal/compliance; Compensation covering pay/succession; Nominating covering board composition .
Fixed Compensation
| Year | Cash Board/Committee Fees (USD) | Equity Award Fair Value (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $78,000 | $26,030 | $104,030 |
| 2024 | $83,000 | $64,479 | $147,479 |
Director fee schedule (2024):
- Board: Chair $70,000; Member $40,000 .
- Audit Committee: Chair $15,000; Member $7,500 .
- Compensation Committee: Chair $10,000; Member $5,000 .
- Nominating & Corporate Governance Committee: Chair $8,000; Member $4,000 .
Program changes effective Jan 1, 2025: annual director equity grant counts increased (see Performance Compensation) .
Performance Compensation
| Equity Component | Grant Year | Shares (program) | Vesting Terms | Exercise Price Basis | Term | Change-of-Control Treatment |
|---|---|---|---|---|---|---|
| Annual director option | 2024 | 17,500 per director | Vests in full by earlier of 1-year anniversary or next annual meeting | FMV on grant date (closing market price) | 10 years | Unvested options fully vest at CoC |
| New director option | 2024 | 35,000 (at appointment) | 1/3 at 1-year; remainder monthly to 3 years | FMV on grant date | 10 years | Unvested options fully vest at CoC |
| Program increases | 2025 | New director 54,000; Annual 27,000 | Same structures as above | FMV on grant date | 10 years | Unvested options fully vest at CoC |
Outstanding options (Evnin) as of Dec 31, 2024: 65,500 shares subject to options outstanding; aggregate count for Luke Evnin . Luke’s beneficial ownership includes 65,500 options exercisable within 60 days of April 14, 2025 .
Note: Director equity awards are time-based; no performance metrics (e.g., EBITDA, TSR) are tied to director awards .
Other Directorships & Interlocks
| Entity | Relationship | Notes/Timeline | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| MPM Capital | Managing Director | Co-founded; ongoing | MPM-affiliated entities own ~9.6% of HOWL; Evnin is associated with MPM entities; board reviewed independence and deemed Evnin independent |
| RA Capital | Investor; Board representation via Derek DiRocco | DiRocco (RA partner) on board; intends to resign at 2025 annual meeting; RA entities own ~13.8% | |
| Crossbow Therapeutics | Sublease counterparty to HOWL (Cambridge space) | Sublease payments ~$1.6M (2023) and ~$0.4M (2024); Morrison (Crossbow CEO) and MPM affiliates involved; Morrison deemed non-independent due to this related-party transaction; Evnin co-founded MPM and is MD |
Policies: Related-person transactions require Audit Committee review/approval; criteria include ordinary course, arm’s-length, materiality, and best interests .
Expertise & Qualifications
- Life sciences venture capital and board leadership expertise across public and private biotech, including SPAC leadership, immunotherapy company founding, and multiple board roles .
- Education: A.B. Molecular Biology (Princeton), Ph.D. Biochemistry (UCSF) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition Details |
|---|---|---|---|
| Luke Evnin | 4,375,360 | 9.8% | 4,309,860 common shares + 65,500 options exercisable within 60 days |
- Shares outstanding at record date (Apr 14, 2025): 44,873,646 .
- Anti-hedging/pledging: Company policy prohibits hedging, margin, and pledging of Company securities by directors .
- Ownership guidelines: No director stock ownership guidelines disclosed; director compensation program is cash + options .
Governance Assessment
Key findings:
- Independent Chair with active committee leadership: Evnin chairs Nominating & Corporate Governance and serves on Compensation; independence affirmed; structural separation from CEO enhances oversight .
- Attendance and engagement: Met ≥75% participation threshold; board met 5x in 2024; directors attend annual meetings .
- Alignment: Material personal/economic stake (~9.8%); director equity grants with multi-year vesting promote alignment .
- Controls: Anti-hedging/pledging policy; robust related-party transaction review under Audit Committee; clawback policy compliant with Nasdaq for executives (signals governance rigor) .
Potential conflicts and RED FLAGS:
- Related-party exposure: Crossbow sublease (material payments; MPM-affiliated; Morrison non-independent as a result); Evnin’s MPM role creates network interlocks though board deemed him independent. Monitor transaction approvals and recusal practices for sustained investor confidence .
- Royalty transfer obligations: 0.5% net sales royalty to MPM Oncology Impact Fund Charitable Foundation and UBS Optimus Foundation (affiliated with significant investors); although structured and amended pre-IPO, represents ongoing related-party economic interest .
- Concentrated ownership: Significant investor blocks (RA Capital ~13.8%, MPM ~9.6%) with board representation may influence governance direction; continued transparency on independence determinations and committee decisions is critical .
Director compensation structure signals:
- Year-over-year increase in equity grant fair value for directors (Evnin: $26,030 in 2023 vs $64,479 in 2024) and 2025 share-count increases suggest stronger equity emphasis; alignment-positive but monitor dilution and award sizing relative to performance and peer benchmarks .
- Use of independent compensation consultant (Pearl Meyer) for executive and director pay design .
Insider filing compliance:
- Section 16: Company disclosed late Form 4s for several insiders in 2023; Evnin not listed among late filers, indicating no reported compliance issues for him in that period .
All claims and data points cited from company DEF 14A filings.