Michael Sherman
About Michael Sherman
Michael Sherman, MBA, age 59, has served on Werewolf Therapeutics’ board since May 2021. He previously was CEO and director at Chimerix (2019–2023; board chair Aug 2023–Apr 2025) and President/CEO at Endocyte (2016–2018) after earlier CFO/COO roles; prior finance leadership at Guidant. He holds a BA in economics from DePauw and an MBA from Tuck (Tuck Scholar).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chimerix, Inc. (public) | Chief Executive Officer and Director | Apr 2019 – Jul 2023 | Served as Chair of the Board Aug 2023 – Apr 2025 |
| Endocyte, Inc. (public; acquired by Novartis) | President & CEO; previously CFO and COO | CEO: Jun 2016 – Dec 2018; prior years CFO/COO | Led strategic transaction; company acquired by Novartis |
| Guidant Corporation (acquired by Boston Scientific) | VP Finance & Strategic Planning | Prior to Endocyte | Finance and strategic planning leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Children’s Museum of Indianapolis (non-profit) | Chair of the Board | Jan 2012 – Dec 2022 | Community leadership role |
| Biospecifics Technologies, Inc. (public; acquired by Endo) | Director | Apr 2020 – Dec 2020 | Board service prior to acquisition |
| Privately held life sciences company | Director | Current | Not named; private board seat |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member).
- Audit committee meetings: 7 times during 2024; board met 5 times in 2024.
- Attendance: Each director attended ≥75% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting.
- Independence: Board determined Sherman is independent under Nasdaq and Exchange Act rules (only Hicklin and Morrison not independent).
- Audit Committee Financial Expert: Board designated Sherman as the audit committee financial expert; all audit members have financial sophistication.
- Board leadership: No lead independent director because the board chair is independent; CEO and chair roles are separated. Independent directors meet in executive session at least twice a year.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Board Member Retainer | 40,000 |
| Audit Committee Chair Fee | 15,000 |
| Compensation Committee Member Fee | 5,000 |
| Cash Total (Fees Earned) | 60,000 |
| Option Awards (Grant-Date Fair Value; ASC 718) | 64,479 |
| Total | 124,479 |
Program fee schedule (applies to all non-employee directors in 2024): Board Chair $70,000; Director $40,000; Audit Chair $15,000 / Member $7,500; Compensation Chair $10,000 / Member $5,000; Nominating Chair $8,000 / Member $4,000. Fees payable quarterly; travel reimbursed.
Performance Compensation
| Equity Program Element | 2024 Program | 2025 Policy Update |
|---|---|---|
| New Director Option Grant (shares) | 35,000 (vests one-third at 1-year, then monthly to 3 years) | 54,000 (effective Jan 1, 2025) |
| Annual Director Option Grant (shares) | 17,500 (vests in full at earliest of 1-year or next annual meeting; pro-rated if <12 months service) | 27,000 (effective Jan 1, 2025) |
| Exercise Price | Fair market value on grant date (closing market price) | Fair market value on grant date |
| Change-of-Control Treatment | Unvested director options vest automatically upon change of control | Unvested director options vest automatically upon change of control |
Form 4 precedent confirms annual director option grants vest in full on the earlier of first anniversary or next annual meeting (e.g., grant dated Jun 21, 2023).
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlocks |
|---|---|---|---|
| Chimerix, Inc. | Public | CEO & Director; later Board Chair | No disclosed transactions with HOWL; separate biotech |
| Endocyte, Inc. | Public (acquired) | President & CEO; earlier CFO/COO | No disclosed transactions with HOWL |
| Biospecifics Technologies, Inc. | Public (acquired) | Director | No disclosed transactions with HOWL |
| Private life sciences company | Private | Director | Not specified |
- Related-party transactions disclosed by HOWL involve Crossbow Therapeutics (CEO: Briggs Morrison) sublease payments; Sherman is not referenced in these transactions. The Audit Committee (chaired by Sherman) oversees related person transaction approvals.
Expertise & Qualifications
- 30 years’ experience advancing therapeutics to commercial launch and strategic transactions across biotech and medtech companies.
- Financial and operational leadership background (CFO/COO and VP Finance roles) aligned with audit chair responsibilities; designated audit committee financial expert.
- Education: BA in Economics (DePauw); MBA (Tuck, Tuck Scholar).
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 65,500 (options exercisable within 60 days of Apr 14, 2025) |
| Ownership % of Outstanding | <1% (outstanding shares 44,873,646 as of Apr 14, 2025) |
| Common Shares Held | Not disclosed; beneficial ownership reported via options only |
| Anti-Hedging/Pledging | Company policy prohibits hedging and pledging of company stock by directors and covered persons |
Insider Trades (Form 4 Filings)
| Filing Date | Form | Description | Source |
|---|---|---|---|
| Jun 13, 2025 | Form 4 | Statement of changes in beneficial ownership (period of report Jun 12, 2025) | |
| May 24, 2024 | Form 4 | Statement of changes in beneficial ownership | |
| Jun 23, 2023 | Form 4 | Director option grant dated Jun 21, 2023; vests in full at earlier of 1-year or next annual meeting | |
| Jun 2, 2022 | Form 4 | Statement of changes in beneficial ownership |
Governance Assessment
- Board effectiveness: Sherman chairs the Audit Committee, is designated as the audit committee financial expert, and serves on Compensation—positions central to financial oversight and pay governance. Audit met seven times in 2024, indicating active oversight cadence.
- Independence and engagement: Board determined Sherman is independent; he met the ≥75% attendance threshold in 2024 and attended the annual meeting.
- Alignment and incentives: Director pay mix combines cash retainers with stock options; Sherman’s 2024 fees totaled $60,000 with option grants valued at $64,479, and policy increases the equity grant size in 2025. Unvested director options accelerate on change of control (note for M&A incentives).
- Skin-in-the-game: Beneficial ownership is via options only and <1% of shares outstanding, indicating limited direct equity exposure; anti-hedging/pledging policy reduces misalignment risk.
- Related-party oversight: Audit Committee reviews and approves related-person transactions under a formal policy; recent related-party sublease involved Crossbow (CEO: Briggs Morrison), not Sherman.
- Structural governance: Separate CEO and chair roles with an independent chair; independent directors hold executive sessions at least twice per year; board has clawback policy compliant with Nasdaq standards (company-level signal on pay-for-performance rigor).
RED FLAGS
- Automatic vesting of director options upon change-of-control could incentivize sale outcomes; investors should monitor transaction processes and independence of board deliberations.
- Low personal ownership (<1%) may limit economic alignment; continued tracking of option exercises and additional equity accumulation is warranted.