Joseph J. Whalen
About Joseph J. Whalen
Independent director of Iterum Therapeutics plc since March 2025; age 54 as of July 1, 2025. Background spans senior business development and finance roles in biopharma, including SVP at Horizon Therapeutics (2010–Oct 2023) and SVP at Amgen (Oct 2023–Apr 2024); currently Principal at North Glen Advisors (since Apr 2024). Education: B.A. in Business (University of Notre Dame) and M.B.A. (University of Illinois). The board cites his business development and finance experience in pharma and prior board service in healthcare organizations as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics plc | Senior Vice President | 2010 – Oct 2023 | Led BD/finance functions; industry/transaction experience |
| Amgen Inc. | Senior Vice President | Oct 2023 – Apr 2024 | Senior operating experience in large-cap biopharma |
| North Glen Advisors | Principal | Apr 2024 – present | Consulting leadership; strategic/BD advisory |
| Baxter Healthcare; Searle Pharmaceuticals | BD/Finance positions | Prior years (not dated) | Foundational pharma BD/finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Colorectal Cancer Alliance (non-profit) | Director | Current | Non-profit healthcare board service |
| Private healthcare company (unnamed) | Director | Current | Private company board service |
| iBIO (life sciences industry association) | Director | Jun 2022 – Jun 2023 | Industry association, not a public company |
Board Governance
- Board independence: Whalen is independent under Nasdaq Rule 5605(a)(2); Audit and Compensation committees (including Whalen) meet SEC/Nasdaq independence standards .
- Committee memberships and chairs (2025):
- Audit: David G. Kelly (Chair), Joseph J. Whalen, Beth P. Hecht .
- Compensation: Beth P. Hecht (Chair), Joseph J. Whalen, David G. Kelly .
- Nominating & Corporate Governance: David G. Kelly (Chair), Beth P. Hecht .
- Board leadership: Independent Chairman (David G. Kelly) with defined responsibilities; CEO separate from Chair .
- Attendance/engagement: Board met 21 times in 2024; no incumbent director below 75% attendance; all directors attended the 2024 AGM. Directors are expected to attend all board and committee meetings; board holds at least four regular meetings per year .
- Executive sessions: Corporate Governance Guidelines provide for independent director executive sessions at least twice per year .
Fixed Compensation
Non-Employee Director Compensation Policy components (policy rates; 2024 grants suspended in favor of cash per below):
| Component | Amount ($) | Notes |
|---|---|---|
| Annual base cash retainer | 35,000 | Paid quarterly |
| Additional retainer – Non-executive Chair | 27,500 | If applicable |
| Audit Committee – Chair | 15,000 | Annual |
| Audit Committee – Member | 7,500 | Annual |
| Compensation Committee – Chair | 12,000 | Annual |
| Compensation Committee – Member | 6,000 | Annual |
| Nominating & Corporate Governance – Chair | 8,000 | Annual |
| Nominating & Corporate Governance – Member | 4,000 | Annual |
| Annual equity award (typical policy) | 110,000 value | Mix of options/RSUs; 1-year vest |
| Cash in lieu of director annual equity (2023/2024) | 40,000 | Board suspended annual equity awards |
Notes:
- In May 2023, the board suspended annual equity grants to directors; non-employee directors received $40,000 cash in lieu of annual equity at the 2023 and 2024 AGMs .
- 2024 director cash totals: Dunne $75,000, Hecht $88,500, Hunt $130,000, Kelly $94,000, each inclusive of retainers and $40,000 cash in lieu; Whalen joined in March 2025 and is not included in 2024 compensation .
Performance Compensation
- Structure: When granted, director equity awards vest on the one-year anniversary of the grant date; directors may choose option/RSU mix, with options valued per grant-date fair value methodology and RSUs determined by 30-day VWAP; all equity awards vest time-based, not performance-based .
- 2023/2024: Annual director equity awards were suspended; cash paid in lieu ($40,000) .
Performance metrics table (director-specific): Not utilized for non-employee directors; equity is time-based vesting, no TSR/EBITDA/ESG targets disclosed .
Other Directorships & Interlocks
| Person | Connection | Detail |
|---|---|---|
| Joseph J. Whalen | Prior employment | Horizon Therapeutics SVP (2010–Oct 2023); Amgen SVP (Oct 2023–Apr 2024) |
| David G. Kelly (ITRM Director/Chair) | Prior employment | Former Executive VP/CFO roles in Horizon/Vidara/AGI; Horizon Ireland executive |
- Observation: Whalen and Kelly share Horizon backgrounds, indicating network ties but no disclosed related-party transactions involving Whalen at Iterum .
Expertise & Qualifications
- Business development and finance expertise in pharmaceuticals; senior leadership experience at Horizon and Amgen .
- Education: B.A., University of Notre Dame; M.B.A., University of Illinois .
- Board qualification: Identified by Iterum’s board for pharma BD/finance experience and multi-organization board service .
Equity Ownership
| Item | Amount | As of/Notes |
|---|---|---|
| Total beneficial ownership (shares) | — (none reported) | As of July 1, 2025 |
| Ownership % | <1% | As of July 1, 2025 |
| Options exercisable within 60 days | None reported | As of July 1, 2025 |
| RSUs vesting within 60 days | None reported | As of July 1, 2025 |
| Pledged shares | Prohibited by policy (anti-pledging) | Company-wide policy |
- Anti-hedging/pledging: Short sales, options, hedging, margin accounts, and pledges are prohibited for directors .
Governance Assessment
- Board effectiveness: Whalen strengthens independent oversight across Audit and Compensation committees, with formal independence determinations and committee charters met; Audit oversight includes cybersecurity risk reporting, related-party transaction reviews, and internal controls .
- Alignment: As of July 2025, Whalen disclosed no share ownership and no near-term equity holdings, which could indicate lower “skin in the game” pending future director equity awards resuming; company has an anti-hedging/anti-pledging policy and adopted a clawback policy for officers in Oct 2023 .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Whalen; network ties to another director (Kelly) via prior Horizon employment are noted but without transactional overlap at Iterum .
- Engagement: Board meets frequently; 2024 attendance metrics were strong and AGM attendance universal; Whalen’s committee participation in Audit/Compensation suggests active governance involvement since appointment .
RED FLAGS (monitoring list):
- Minimal disclosed personal ownership at appointment date; monitor future equity grants or open-market purchases for alignment .
- Shared past employer background among independent directors (Horizon) warrants continued vigilance on independence and related-party reviews despite formal independence determinations .
- Equity program for directors suspended in 2023/2024 with cash paid in lieu; assess whether equity resumes to improve long-term alignment .