Wendy Yarno
About Wendy L. Yarno
Independent Class II director at IDEAYA Biosciences since December 2019; age 70; MBA from Temple University and B.S. in business administration from Portland State University. Retired from Merck & Co. after 26 years in senior commercial and HR roles including EVP & Chief Marketing Officer; later served as Chief Marketing Officer at HemoShear LLC (2010–2011) . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President & Chief Marketing Officer; prior General Manager, Cardiovascular/Metabolic U.S. BU; EVP, Worldwide Human Health Marketing | 26 years; retired September 2008 | Senior commercial leadership across product marketing and human health |
| HemoShear LLC | Chief Marketing Officer | 2010–2011 | Led marketing for biotech research company |
External Roles
| Organization | Role | Status | Interlocks/Notes |
|---|---|---|---|
| Inovio Pharmaceuticals, Inc. | Director | Current | Life sciences board role |
| Iovance Biotherapeutics | Director | Current | Oncology board role |
| Tarsus Pharmaceuticals | Director | Current | Interlock: IDEAYA director Scott W. Morrison also serves on Tarsus’ board |
| Global Blood Therapeutics | Director | Prior | Prior public company board |
| Alder Biopharmaceuticals | Director | Prior | Prior public company board |
| Durata Therapeutics | Director | Prior | Prior public company board |
| St. Jude Medical | Director | Prior | Prior public company board |
| Medivation | Director | Prior | Prior public company board |
| MyoKardia | Director | Prior | Prior public company board |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member; Board Nominating & Corporate Governance chaired by Dr. Rosen; Audit chaired by Scott W. Morrison; Compensation chaired by Dr. Jeffrey L. Stein .
- Independence: All directors except CEO are independent; committees comprised solely of independent directors .
- Attendance and engagement: In 2024, Board met 5 times; Audit met 4; Compensation met 5; Nominating met 2; each director attended at least 75% of meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors regularly meet in executive sessions .
| Committee | Role | 2024 Fee Component (Cash) |
|---|---|---|
| Audit | Member | $10,000 annual member retainer |
| Compensation | Member | $7,500 annual member retainer |
| Board (non-employee) | Director | $40,000 annual retainer (increased to $45,000 effective 1/1/2025) |
Fixed Compensation
| Year | Cash Retainer (Board) | Committee Fees | Total Cash Fees | Option Awards (Grant Date Fair Value) | Total Compensation |
|---|---|---|---|---|---|
| 2024 | $40,000 | $17,500 (Audit $10,000; Comp $7,500) | $57,500 | $407,668 | $465,168 |
| 2025 (program change) | $45,000 (effective 1/1/2025) | Chair and member fees unchanged | N/A | N/A | N/A |
Cash/equity mix: 2024 compensation was ~12.4% cash and ~87.6% equity by grant-date fair value, calculated from the amounts above .
Performance Compensation
| Award Type | Grant Policy | Typical Grant Size | Vesting |
|---|---|---|---|
| Stock options (Annual Grant) | Automatic annual grant to each non-employee director | 16,200 shares | Vests on earlier of first anniversary of grant or next annual meeting, subject to service |
| Stock options (Initial Grant) | Granted upon joining Board | 32,400 shares | Vests in equal monthly installments over 3 years, subject to service |
| Outstanding options at 12/31/2024 | Aggregate options outstanding | 87,400 shares | Per individual award terms; 10-year expiration typical per plan disclosures |
- Director equity awards are time-based options; no performance metrics (e.g., TSR, revenue) are tied to director equity grants .
- Option award fair value recognized for 2024: $407,668 .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Tarsus Pharmaceuticals board interlock | Both Wendy L. Yarno and IDEAYA director Scott W. Morrison serve on Tarsus’ board, creating an information-flow network across boards . |
| Compensation Committee interlocks | Company discloses no compensation committee interlocks or relationships requiring Item 404 disclosure for 2024 (Yarno served on the Compensation Committee) . |
Expertise & Qualifications
- Extensive pharmaceutical commercialization and senior management experience from Merck; CMO roles signal deep go-to-market expertise .
- Public company board experience across multiple life sciences companies .
- Education: MBA (Temple University, Fox School); B.S. in business administration (Portland State University) .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Shares Exercisable Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Wendy L. Yarno | 0 | 71,200 | 71,200 | <1% |
- Anti-hedging and anti-pledging policy prohibits directors from hedging or pledging company securities (e.g., margin accounts, collars) .
- Indemnification agreements and D&O insurance in place for directors .
Governance Assessment
- Board effectiveness: Active committee contributor (Audit and Compensation) with a strong commercial background; committees are fully independent; attendance thresholds met in 2024; executive sessions regularly held—factors supportive of governance quality .
- Independence and conflicts: Independent status confirmed; no related-party transactions involving directors disclosed; compensation committee interlocks not present. Note the external board interlock at Tarsus with another IDEAYA director (Morrison), which can create network ties—monitor for overboarding/time commitment and potential information flow sensitivities, though no conflicts are disclosed in the proxy .
- Pay and alignment: Director pay skewed to equity via options, aligning long-term interests, but awards are time-based rather than performance-conditioned; anti-hedging/pledging strengthens alignment. 2025 retainer increase suggests benchmarking to market without introducing meeting fees (which can incentivize quantity over quality) .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or legal proceedings; attendance met minimum threshold. Potential soft flag is dual service at Tarsus with another IDEAYA director; maintain oversight to ensure independence of judgment remains robust .