Wendy Yarno
IOVANCE BIOTHERAPEUTICSAbout Wendy Yarno
Wendy Yarno, age 69, has served as an independent director of Iovance since June 2023. She retired from Merck & Co. in September 2008 after a 26-year career culminating as Executive Vice President and Chief Marketing Officer, leading global commercialization strategy across 20+ therapeutic areas. She currently sits on the boards of Ideaya Biosciences, Tarsus Pharmaceuticals, and Inovio Pharmaceuticals; she holds a B.S. in Business Administration (Portland State University) and an MBA (Temple University). Iovance’s board has determined she is independent under Nasdaq rules, including for Audit Committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President & Chief Marketing Officer (preceded by senior commercial & HR roles) | 26-year career; retired September 2008 | Led global commercialization strategy and pre-/post-launch support across 20+ therapeutic areas |
External Roles
| Organization | Role | Tenure status | Committees/Impact |
|---|---|---|---|
| Ideaya Biosciences, Inc. | Director | Current | Not disclosed in proxy |
| Tarsus Pharmaceuticals, Inc. | Director | Current | Not disclosed in proxy |
| Inovio Pharmaceuticals, Inc. | Director | Current | Not disclosed in proxy |
| St. Jude Medical, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
| MyoKardia, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
| Medivation, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
| Global Blood Therapeutics, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
| Aratana Therapeutics, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
| Alder Biopharmaceuticals, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
| Durata Therapeutics, Inc. | Director | Prior (company acquired) | Not disclosed in proxy |
Board Governance
- Role and independence: Member, Audit Committee; independent under Nasdaq standards, including for Audit Committee service. Audit Committee members: Ryan Maynard (Chair), Michael Weiser, and Wendy Yarno (all independent).
- Attendance and engagement: Board held 6 meetings in 2024; Audit 4, Compensation 2, Nominating & Corporate Governance 1; executive sessions were held at each regular board and standing committee meeting. Other than one director (Dr. Countouriotis), no director attended fewer than 75% of applicable meetings; all directors attended the June 11, 2024 annual meeting.
- Board structure: Seven directors; six independent; separate Chair and CEO roles.
- Audit Committee scope includes oversight of financial reporting, internal controls, related-party transactions, risk (including cybersecurity), insurance programs, and preparation of the audit committee report.
| Committee (2024) | Yarno Role | Chair | Meetings (2024) |
|---|---|---|---|
| Audit Committee | Member | Ryan Maynard | 4 |
Fixed Compensation
| Item (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $57,500 | Matches policy: Board retainer $50,000 + Audit member $7,500; paid quarterly in arrears |
| Director Cash Retainer Policy – Board | $50,000 | Annual cash retainer |
| Director Cash Retainer Policy – Audit Committee Member | $7,500 | Annual; Chair $15,000 |
Performance Compensation
| Equity Component (2024) | Detail | Amount/Units | Vesting/Features |
|---|---|---|---|
| Deferred RSU (DRSU) Awards (total grant-date fair value) | Annual equity grant and special BLA recognition award combined | $844,742 | DRSUs vest on earlier of 1 year from grant or day prior to next annual meeting; delivery of shares deferred until 90 days after board service ends (except change in control/certain events) |
| Special BLA DRSU Award (recognition of Amtagvi approval) | One-time special award approved Feb 26, 2024; Ms. Yarno pro rata as new director | 25,000 DRSUs | Special awards granted in recognition of extraordinary achievement do not count toward annual equity limits under plan/policy |
| Equity form mix (2024) | 100% DRSUs for non-employee directors (no stock options in 2024) | — | Per non-employee director compensation policy |
Performance metrics: None disclosed for director equity; awards are time-based DRSUs with deferred settlement (no TSR/financial metrics for directors).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Ideaya Biosciences; Tarsus Pharmaceuticals; Inovio Pharmaceuticals |
| Potential interlocks/conflicts | No related-party transactions reported since Jan 1, 2024 involving directors, NEOs, 5% holders or their immediate families; Audit Committee reviews/approves related-person transactions per policy. |
| Time commitments | Although she serves on three other public company boards, Iovance states Ms. Yarno can devote necessary time to its board. |
Expertise & Qualifications
- Commercial leadership: Former Merck EVP & CMO with responsibility for global commercialization strategy across >20 therapeutic areas; deep pre-/post-launch experience.
- Governance and sector breadth: Extensive experience on boards of multiple life sciences companies, including prior boards later acquired.
- Education: B.S. Business Administration (Portland State), MBA (Temple University).
Equity Ownership
| Metric (as of Record Date for 2025 Proxy) | Amount |
|---|---|
| Common stock beneficially owned | — (less than 1% of class) |
| Deferred RSUs outstanding (issuance deferred upon vesting) | 162,114 |
| Note on disclosure | Beneficial ownership table footnote notes Ms. Yarno’s figure excludes 162,114 deferred RSUs. |
Governance Assessment
-
Positives
- Independent director serving on the Audit Committee of a majority-independent board; committee oversight includes financial reporting, controls, risk, and related-party review.
- Engagement: Met minimum attendance standard; executive sessions held at every regular board and standing committee meeting; all directors attended the 2024 annual meeting.
- Alignment: Director equity is in DRSUs with one-year vest and deferred delivery, promoting longer-term alignment; 2024 equity paid 100% in DRSUs.
- No related-party transactions reported for 2024.
-
Watch items
- Overboarding risk: She serves on three other public company boards; while the proxy states she can devote necessary time, investors may monitor workload as Iovance scales post-approval.
- One-time special equity awards: 2024 included a special BLA DRSU grant (25,000 to Ms. Yarno) excluded from annual equity limits; appropriate as extraordinary recognition, but repeated use would warrant scrutiny.
-
Compensation structure context
- Cash/equity levels set not to exceed the 75th percentile of the peer group through 2027; annual equity cap of $425,000; 2024 equity entirely DRSUs.
Overall, Ms. Yarno brings significant commercialization expertise and multi-board perspective, with clear independence and Audit Committee responsibilities; no conflicts or attendance issues are disclosed, and equity design supports long-term alignment, though investors should continue to monitor time commitments and the frequency of special awards.