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Alexandra Hughes-Wilson

Chief Patient Access and Commercial Planning at Mereo BioPharma Group
Executive

About Alexandra Hughes‑Wilson

Alexandra (Wills) Hughes‑Wilson, age 53, is Chief Patient Access and Commercial Planning at Mereo BioPharma, serving in this role since March 2018, with prior title “Head of Patient Access and Commercial Planning.” She holds a bachelor’s degree in Law and Politics (Hons.) from the University of Durham and is based in Brussels per her employment contract exhibit . Company performance objectives relevant to her remit in 2024 included pricing/reimbursement readiness for setrusumab (Project SATURN) and advancing alvelestat Phase 3 readiness, alongside manufacturing, financing, and IP milestones; management awarded NEO bonuses based on achievement against these objectives, though her individual payout is not disclosed .

Past Roles

OrganizationRoleYearsStrategic Impact
Swedish Orphan Biovitrum (Sobi)SVP, Chief Patient Access Officer2012–2018Led patient access function in biotech; experience in reimbursement and market access .
Genzyme (now Sanofi Genzyme)VP, Health & Market Access Policy EMEAPrior to 2012Senior EMEA policy and access responsibilities supporting commercialization .

External Roles

OrganizationRoleYearsNotes
Vasodynamics (U.K., privately held)Non‑Executive DirectorSince 2024Board position adds external perspective; private company .

Fixed Compensation

ComponentTermsDetails
Employment statusPart‑time employment agreementPart‑time agreement dated March 8, 2019; amended September 16, 2021 .
Base salaryFixed cash compensationEligible for annual base salary under employment agreement; exact salary not disclosed for her (not a NEO) .
Annual bonusDiscretionary, performance‑basedEligible to earn annual discretionary performance‑based bonus per company annual bonus plan .
PensionCompany contribution up to 10%Mereo contributes 10% of annual salary to pension if she contributes ≥4%; may elect cash in lieu = 10% of base salary .
Health & welfareStandard employee benefitsEligible for medical, disability, and life insurance programs; Company pays life and LTD premiums .
ClawbackSEC Rule 10D‑1 compliantMandatory recovery of incentive‑based comp for restatements within prior 3 years, subject to limited exceptions .

Performance Compensation

Metric CategoryExample 2024 ObjectivesWeightingTargetActualPayoutVesting/Timing
Setrusumab accessProject SATURN real‑world evidence; HTA/payor pricing & reimbursement readiness; additional Orbit Phase 2 14‑month data comparable to 6‑month data .Not disclosed .Not disclosed .Company states objectives achieved across categories .NEO bonuses: CEO 50% of base; GC/CFO 43% of base; Hughes‑Wilson’s individual payout not disclosed .Annual cash bonus, paid after Remuneration Committee approval (usually January) .
Alvelestat advancementPhase 3 protocol submission to FDA; Phase 3 readiness; EU orphan designation .Not disclosed .Not disclosed .Achieved per bonus narrative .See above; individual payout not disclosed .See above .
Finance & reportingTransition to U.S. domestic reporting; internal controls; $50M underwritten registered direct financing; extended cash runway into 2027 .Not disclosed .Not disclosed .Achieved per bonus narrative .See above; individual payout not disclosed .See above .
Manufacturing & supplyPhase 3 higher dosage tablet and drug product supply for alvelestat; commercial supply chain; Ultragenyx commercial manufacturing agreement .Not disclosed .Not disclosed .Achieved per bonus narrative .See above; individual payout not disclosed .See above .
Intellectual propertyMilestone achievements .Not disclosed .Not disclosed .Achieved per bonus narrative .See above; individual payout not disclosed .See above .

Note: Company considers the detailed targets commercially sensitive and does not disclose metric‑level targets/weights; NEO bonus outcomes are disclosed, but Hughes‑Wilson’s individual bonus outcome is not .

Equity Ownership & Alignment

  • Equity plans and vesting mechanics:
    • Options (2019 Equity Incentive Plan): 4‑year vesting; 25% cliff at year 1, remainder monthly over 3 years (illustrated in NEO option footnotes) .
    • RSUs: 3‑year vesting; one‑third after 12 months, remainder in equal semiannual tranches thereafter .
    • PSUs: Vest only if share‑price performance hurdles are achieved; valued via Monte Carlo; short expected lives (0.9–1.1 years) in 2023 grants .
  • Hedging/pledging: Insider Trading Policy prohibits hedging and speculative trading (including short sales); policy heading notes prohibition on hedging and pledging .
  • Clawback: Company has adopted a compensation recovery policy per SEC/Nasdaq rules .
  • Beneficial ownership: 2025 Proxy presents beneficial ownership for 5% holders, directors, and NEOs; Hughes‑Wilson is not a NEO and is not listed individually in that table; therefore her beneficial ownership is not disclosed there .

Employment Terms

TermProvisionSpecifics
Start dateCommencement of employmentMarch 5, 2018 per contract exhibit .
Contract formPart‑time employment agreementExecuted March 8, 2019; amended September 16, 2021 .
Notice periodMutual noticeNot less than six months’ written notice; company may pay basic salary in lieu for remaining notice .
Non‑competeDuration/scopeRefrain from competing for six months post‑termination .
Non‑solicit (employees)DurationSix months post‑termination .
Non‑solicit (customers)DurationNine months post‑termination .
Change‑in‑control (CIC) severanceMultiple and triggersAccelerated vesting of share options and payments equal to 12 months’ annual base salary plus target annual bonus upon a covered termination during the period commencing on a change in control and ending 12 months after such change in control (double‑trigger framework) .
PensionCompany contribution10% of base salary with employee 4% contribution; option for cash in lieu .
ConfidentialityContract definitionsComprehensive confidentiality provisions per contract exhibit .

Performance & Track Record

  • 2024 objectives tied to patient access and commercialization were met across categories, including setrusumab pricing/reimbursement readiness and alvelestat Phase 3 readiness, supporting the Company’s bonus payouts to NEOs; individual metrics are not disclosed for her .
  • Company advanced financial position via $50M underwritten registered direct financing and internal controls, and established commercial supply for setrusumab via Ultragenyx—all consistent with her commercialization and access remit .

Investment Implications

  • Alignment and incentives: Her compensation includes performance‑based bonus tied to commercialization and access milestones; equity programs (options/RSUs/PSUs) with standard vesting and clawback provisions reinforce long‑term alignment; hedging and pledging prohibitions reduce misalignment risk .
  • Retention risk: Employment terms feature a six‑month notice period and double‑trigger CIC protection of 1x salary+target bonus with option acceleration, which is competitive but not excessive; these terms provide reasonable retention without creating outsized change‑in‑control windfalls .
  • Insider selling pressure: RSUs/PSUs/option vesting schedules could create periodic liquidity events; however, her individual outstanding awards and beneficial holdings are not disclosed in the 2025 Proxy, limiting visibility on near‑term selling pressure .
  • Skin‑in‑the‑game: Lack of disclosed personal ownership makes it difficult to assess ownership guideline compliance; the company does disclose policies (clawback, hedging/pledging) that support shareholder alignment .