Michael W. Dunne
About Michael W. Dunne
Michael W. Dunne, M.D. (age 66) has served as an independent director of Iterum Therapeutics plc since December 2020 and is a company co‑founder with deep infectious disease drug development credentials. He previously served as Iterum’s Chief Scientific Officer from November 2015 to December 2020 and consulted to the company thereafter; he was Chief Medical Officer at Gates Medical Research Institute from December 2020 to January 2025. Dr. Dunne holds a B.A. in economics from Northwestern University and an M.D. from the State University of New York Health Sciences Center, with residency and fellowships in infectious diseases and pulmonary medicine at Yale School of Medicine. His prior career includes senior roles at Pfizer (Therapeutic Area Head, Infectious Disease, 2001–2009), Durata Therapeutics (CMO), and Actavis plc (VP R&D), and a prior public company directorship at Aviragen Therapeutics (2015–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iterum Therapeutics plc | Chief Scientific Officer | Nov 2015 – Dec 2020 | Co‑founder; led development strategy in infectious disease |
| Gates Medical Research Institute | Chief Medical Officer | Dec 2020 – Jan 2025 | Oversaw medical strategy at non‑profit institute |
| Actavis plc | Vice President, R&D | Nov 2014 – Sep 2015 | R&D leadership in pharma |
| Durata Therapeutics, Inc. | Chief Medical Officer; Acting CMO (consulting) | Dec 2009 – Oct 2014 | Led clinical programs; infectious disease focus |
| Pfizer Inc. | Vice President, Therapeutic Area Head (Infectious Disease); various clinical development roles | 1992 – 2009 (VP 2001–2009) | Led ID clinical development portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aviragen Therapeutics, Inc. | Director | 2015 – 2018 | Prior public company board service |
Board Governance
- Board classification: Class II director; term expires at the 2026 annual general meeting .
- Independence: Board determined in March 2025 that Dr. Dunne is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; those committees comprise Kelly, Whalen, Hecht (chairs: Audit—Kelly; Compensation—Hecht; Nominating—Kelly) .
- Attendance: Board met 21 times in 2024; no incumbent director attended <75% of aggregate board/committee meetings; all directors attended the 2024 AGM .
- Board leadership: Independent chair (David G. Kelly) with defined responsibilities; CEO is not chair, supporting oversight independence .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Share Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 75,000 | — | — | 60,000 (consulting fees under Dunne Consulting Agreement) | 135,000 |
Director Compensation Policy (structure, cash components):
- Base cash retainer: $35,000; Non‑executive chair additional $27,500 .
- Committee retainers: Audit chair $15,000; members $7,500. Compensation chair $12,000; members $6,000. Nominating chair $8,000; members $4,000 .
- Election to receive options/RSUs in lieu of cash (election by Dec 31 prior year); such awards vest in full one year from vesting commencement date .
Performance Compensation
| Component | Policy/Actual | Value/Terms | Vesting/Performance Metrics |
|---|---|---|---|
| Annual Equity Awards (Policy) | Policy | Fixed value $110,000 per director; mix of options/RSUs at director’s discretion | Time‑based vesting in full upon first anniversary of vesting commencement; no performance metrics disclosed |
| Equity Awards (Actual FY2024) | Actual | No share awards or option grants to non‑employee directors in 2024 | N/A (no awards granted) |
| Options Outstanding (as of Dec 31, 2024) | Actual | 13,742 options outstanding (aggregate) | Vesting/exercise details not disclosed in 2024 table |
Note: The proxy discloses time‑based vesting only for director equity awards; no revenue/EBITDA/TSR or ESG performance metrics tied to non‑employee director compensation are disclosed .
Employment & Contracts (Consulting)
| Agreement | Term | Fees | Milestones/Amounts | Status |
|---|---|---|---|---|
| 2021 Consulting Agreement (ITIL) | Dec 22, 2020 – Mar 31, 2022 (extensions through Mar 31, 2022) | $16,900/month (to Sep 30, 2021; reduced to $10,000/month from Dec 31, 2021) | Up to $220,000 upon milestone achievement | Terminated Mar 31, 2022 |
| Dunne Consulting Agreement (ITIL, effective May 1, 2022) | Extended multiple times; current term to Dec 31, 2025 | $5,000/month | None disclosed beyond monthly fee | $60,000 expensed in 2024; $31,804 expensed YTD 2025 as of Jul 1, 2025 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| Aviragen Therapeutics, Inc. | Director (2015–2018) | Not disclosed | No current interlocks with ITRM counterparties disclosed |
Expertise & Qualifications
- Infectious disease clinical development leadership (Pfizer TA Head) and multiple biopharma C‑suite roles; Iterum co‑founder, CSO tenure .
- Education: Northwestern (B.A. Economics), SUNY Health Sciences Center (M.D.); Yale residency/fellowships in infectious disease and pulmonary medicine .
- Board skills: domain expertise in infectious disease drug development; familiarity with Iterum’s pipeline and regulatory strategy .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Michael W. Dunne, M.D. (as of Jul 1, 2025) | 382,448 | <1% | 220,001 shares owned; 162,447 warrants exercisable within 60 days |
| Options Outstanding (as of Dec 31, 2024) | 13,742 (aggregate options outstanding) | N/A | Instrument count only; exercisability not detailed |
Rights Offering Participation (capital raise signal):
| Participant | Units Purchased | Aggregate Purchase Price ($) | Instrument Terms |
|---|---|---|---|
| Michael W. Dunne | 106,247 | 128,558.87 | Each Unit: 1 share + 0.5 warrant (1‑yr) + 1 warrant (5‑yr), exercise price $1.21/share |
Section 16 Compliance:
- Three Form 4 reports (including Dr. Dunne) filed two days late on Aug 12, 2024, reflecting exercise of subscription rights on Aug 6, 2024 in the 2024 Rights Offering .
Related‑Party Transactions and Indemnification
- Consulting arrangement with Dr. Dunne as described above; board considered related‑party transactions in making independence determinations .
- Company maintains indemnification agreements with each director and D&O insurance coverage .
Governance Assessment
- Independence vs. related‑party ties: Board reaffirmed Dunne’s independence in Mar 2025 under Nasdaq rules, explicitly considering related‑party transactions; however, concurrent paid consulting while serving as an “independent” director creates potential perceived conflict of interest, particularly given his co‑founder status and prior CSO role. This warrants ongoing monitoring of recusal practices and committee review rigor .
- Committee engagement: Not serving on any of the three standing committees limits direct oversight roles (Audit/Comp/Nominating), reducing committee‑level influence on controls/compensation/governance; balance this with domain expertise contributions at the full board .
- Attendance and engagement: Board met 21 times in 2024; no director fell below 75% attendance; all directors attended the 2024 AGM—positive engagement signal .
- Ownership alignment: Material personal capital at risk via rights offering (106,247 units; warrants exercisable) and overall beneficial holdings (382,448 shares, <1% of outstanding) indicate tangible skin‑in‑the‑game, supporting alignment with shareholders .
- Compliance risk: Minor filing timeliness issue (late Form 4) noted across multiple directors including Dr. Dunne; not indicative of systemic issues but a procedural lapse to remedy .
- Compensation mix: FY2024 director compensation was cash‑heavy ($75k fees) with no equity grants executed, plus $60k consulting fees—monitor for evolving mix given policy calls for $110k annual equity awards and ability to elect equity in lieu of cash; actual grants in 2024 were none for directors .
RED FLAGS
- Paid consulting while serving as “independent” director (ongoing through 2025), a related‑party arrangement that may impair perceived independence; ensure robust oversight, disclosure, and recusal where applicable .
- Late Section 16 filings (Aug 2024) for rights offering transactions—procedural compliance lapse .