Ulf Wiinberg
About Ulf Wiinberg
Ulf Wiinberg, age 66, is an independent director of MiNK Therapeutics and has served on the Board since 2017. He is a veteran global pharma operator, most recently CEO of X+Vax Technology A.S.; previously CEO of H. Lundbeck A/S (2008–2014), with earlier senior roles at Wyeth (President of Europe/Africa/Middle East; President of Consumer Healthcare; Managing Director UK). He currently serves on the boards of UCB SA, Hansa Medical AB (Chairman), Alfa Laval AB, and Agenus, bringing deep biopharma governance and operating experience to MiNK.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H. Lundbeck A/S | Chief Executive Officer | Jun 2008 – Dec 2014 | Led global neurology/psychiatry-focused pharma; CEO experience cited as core governance credential |
| Wyeth | President, Europe/Africa/Middle East; President, Consumer Healthcare; Managing Director, Wyeth UK; other commercial roles | — | Multi-geo, multi-unit leadership across major pharma divisions |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| X+Vax Technology A.S. | Chief Executive Officer | Current | Biotech developing mucosal infection vaccines |
| UCB SA | Director | Current | Global biopharma (Belgium) |
| Hansa Medical AB | Chairman | Current | Swedish biopharma; board chair role |
| Alfa Laval AB | Director | Current | Swedish industrial company |
| Agenus Inc. | Director | Current | Significant MiNK stockholder; related-party interlock (see conflicts) |
Board Governance
- Independence and role: The Board determined Mr. Wiinberg is independent under Nasdaq rules. He serves on the Compensation Committee; committee rosters for 2024 list Brian Corvese as Compensation Committee Chair alongside Barbara Ryan and Ulf Wiinberg as members. Note: Mr. Wiinberg’s director bio lists “Compensation Committee (Chair)” while committee rosters designate Corvese as Chair in 2024.
- Other committee service: He served on the Corporate Governance & Nominating Committee earlier in 2024 and was replaced by Dr. Kadlec upon his appointment to the Board.
- Attendance and engagement (2024): Board met 4 times; all directors attended all Board and their committee meetings. Committee meetings in 2024: Audit (4), Compensation (1), Corporate Governance & Nominating (1).
| Body | 2024 Meetings | Membership/Role | Attendance |
|---|---|---|---|
| Board of Directors | 4 | Director (Independent) | 100% (all directors attended) |
| Compensation Committee | 1 | Member (Chair listed as B. Corvese for 2024) | 100% (all committee directors attended) |
| Corporate Governance & Nominating | 1 | Member earlier in 2024; replaced by R. Kadlec | 100% (all committee directors attended) |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 60,000 | — | 60,000 |
Director fee schedule (2024):
- Annual Board retainer (non-employee director): $50,000
- Committee retainers (annual): Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $6,000; Corporate Governance & Nominating Chair $7,500; member $4,000
Performance Compensation (Director)
| Item | Detail |
|---|---|
| 2024 equity grant | None shown for Mr. Wiinberg (no option award value reported) |
| Outstanding as of 12/31/2024 | Stock options: 19,746; RSUs: 2,047 |
| Option Exchange proposal (2025 annual meeting) | One-time, 1-for-1 exchange of “Eligible Options” (exercise price ≥$8.50), including those held by non-employee directors; replacement options reprice at FMV on grant date with 10-year term; vesting preserved. Non-employee directors as a group held 147,833 Eligible Options as of 4/24/2025. Participation automatic for eligible holders. |
No director-specific performance metrics tied to equity are disclosed for Mr. Wiinberg; director equity noted is time-based (options/RSUs).
Other Directorships & Interlocks
| Company | Nature | Interlock/Conflict Consideration |
|---|---|---|
| Agenus Inc. | Mr. Wiinberg is a director at Agenus; Agenus owns 54.9% of MiNK (2,177,286 shares as of 4/24/2025). Multiple MiNK insiders/officers also serve at Agenus; MiNK has extensive intercompany agreements and a $5.0M 2% convertible note outstanding to Agenus (drawn March 2024). An Affiliate Transactions Committee (created March 2023) addresses MiNK–Agenus conflicts. |
Expertise & Qualifications
- Global pharma leadership (CEO, Lundbeck; senior Wyeth roles), vaccines/biotech CEO experience (X+Vax), and extensive international governance across biopharma and industrials.
- Board brings “extensive corporate governance experience” and sector expertise in biotechnology/pharma.
Equity Ownership
Beneficial ownership as of April 24, 2025 (post 1-for-10 reverse split effective Jan 28, 2025):
| Holder | Issued Shares | Shares Issuable within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Ulf Wiinberg | 40,197 | 23,386 | 63,583 | 1.6% |
Non-employee directors’ outstanding equity positions (as of 12/31/2024): Mr. Wiinberg held stock options (19,746) and unvested RSUs (2,047).
Governance Assessment
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Strengths
- Independence affirmed by the Board; high attendance (Board and committee). Compensation Committee member; prior service on Corporate Governance & Nominating Committee indicates active governance engagement.
- Deep operator experience (Lundbeck CEO; Wyeth leadership) and current biotech CEO role provide relevant oversight for clinical, partnering, and capital allocation decisions.
- Director compensation appears modest and largely cash-based; limited new equity in 2024; existing equity holdings provide alignment without excessive risk-taking incentives.
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Watch items / potential conflicts
- Agenus interlock: Mr. Wiinberg sits on Agenus’s board while Agenus is MiNK’s majority shareholder (54.9%) and financing/provider of services (intercompany services, IP agreements, $5.0M convertible note). MiNK established an Affiliate Transactions Committee to manage these conflicts, but the structural related-party exposure remains material to minority shareholders.
- Option Exchange Proposal includes non-employee directors, enabling a one-to-one repricing of underwater options (FMV reset, 10-year term), which alters director equity economics; while shareholder-approved and retention-focused, investors may scrutinize director participation in repricing programs.
- Nasdaq compliance context: Company executed a 1-for-10 reverse split to maintain listing (minimum bid requirement); while not specific to Mr. Wiinberg, it frames elevated governance/financing risk during his tenure.
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Overall view
- Mr. Wiinberg contributes significant industry and governance expertise with full attendance and independent status. The primary governance risk is the web of Agenus-related transactions and control, which warrants continued monitoring of Affiliate Transactions Committee oversight and the handling of director equity incentives under the Option Exchange.