Annalisa Jenkins
About Annalisa Jenkins
Dr. Annalisa Jenkins (age 59) is an independent non-executive director of Mereo BioPharma Group plc (MREO), serving on the Board since November 10, 2022. She is a physician by training (St. Bartholomew’s Hospital, University of London) and a former Surgeon Lieutenant Commander in the British Royal Navy. Prior roles include President & CEO of Dimension Therapeutics, Head of Global R&D at Merck Serono, and SVP, Global Development at Bristol-Myers Squibb .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Dimension Therapeutics (NASDAQ) | President & CEO; led through acquisition by Ultragenyx (Nov 2017) | Prior to 2017 | CEO experience in gene therapy; exit to strategic buyer |
| Merck Serono | Head of Global Research & Development | Prior to Dimension | Global R&D leadership |
| Bristol-Myers Squibb | SVP, Global Development | Prior to Merck Serono | Global development leadership |
| British Royal Navy | Surgeon Lieutenant Commander | Earlier career | Leadership and service background |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Compass Pathways plc | Board member | Current |
| Affimed GmbH | Board member | Current |
| Skye Bioscience, Inc. | Board member | Current |
| Genomics England | Board member | Current |
| The King’s Fund | Trustee | Current |
| British Heart Foundation | Trustee | Current |
Board Governance
- Independence: The Board affirmatively determined Dr. Jenkins is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Audit and Risk Committee (other members: Deepika Pakianathan (Chair), Michael Wyzga, Jeremy Bender) .
- Attendance and engagement: In 2024, the Board met 5 times; Audit & Risk met 6 times; all directors attended at least 75% of Board and applicable committee meetings (no meetings of Nomination & Corporate Governance or R&D Committees in 2024) .
- Board structure: Non-executive Chairman separates board leadership from CEO, enhancing independent oversight .
- Tenure and appointment: Appointed to Mereo’s Board on November 10, 2022 .
Fixed Compensation
- Director fee framework (eligible amounts; directors may elect to take Deferred RSUs in lieu of cash):
- Board retainer: $39,644 (member) / $40,397 (Chair)
- Audit & Risk: $7,527 (member) / $19,446 (Chair)
- Remuneration: $5,520 (member) / $11,542 (Chair)
- Nomination & Corporate Governance: $4,391 (member) / $8,782 (Chair)
- Research & Development: $5,018 (member) / $10,036 (Chair) .
- Deferred RSUs: Non-exec directors may convert cash fees to Deferred RSUs (ADS-based), determined by 30-trading-day average price; Deferred RSUs vest monthly over the plan year and are generally delivered 180 days after separation .
- 2024 Director compensation (Jenkins):
- Fees (cash): $0
- Share awards (Deferred RSUs): $57,845
- Option awards (grant-date fair value): $127,512
- Total: $185,357 .
Performance Compensation
- Equity policy (directors): In Feb 2024, each non-exec director received 45,000 market-value options (ADSs) at $3.87, vesting monthly over one year; no performance conditions attached .
- Jenkins’s 2024–2025 equity awards (as reported on Forms 4 and in proxy):
- 2024-02-08: Option grant of 45,000 at $3.87 (monthly vesting over 1 year); Deferred RSUs of 14,947 (election of fees) .
- 2025-02-05: Option grant of 55,000 at $3.16; Deferred RSUs of 15,243 .
- Vesting and outstanding as of 12/31/2024 (selected for Jenkins):
- Options: 9,167 @ $0.79 (exp. 12/01/2032); 55,000 @ $0.94 (exp. 02/01/2033); 37,500 exercisable / 7,500 unexercisable @ $3.87 (exp. 02/08/2034; these options fully vested by 02/08/2025) .
- Deferred RSUs: 2,492 unvested units at year-end (market value $8,722) .
- Performance metrics for director equity: None disclosed for director grants in 2024 (explicitly no performance conditions) .
Other Directorships & Interlocks
- Appointed to Mereo’s Board under an October 28, 2022 Cooperation Agreement with Rubric Capital (largest shareholder), alongside three other directors (Justin Roberts, Daniel Shames, Marc Yoskowitz). Agreement requires at least one Rubric nominee on each Board committee and was extended through conclusion of the 2025 AGM .
- Potential interlock: Justin Roberts is a Rubric partner and serves on the Board (he waived director remuneration) .
Expertise & Qualifications
- Medical doctor; senior global R&D and development leadership at Merck Serono and BMS; CEO experience in public biotech; current multi-board experience across health and life sciences; UK public sector and charitable governance roles (Genomics England, The King’s Fund, British Heart Foundation) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/1/2025) | 614,585 ordinary shares (ADS equivalent); ~0.1% of outstanding; footnote indicates holdings are ADSs underlying share awards exercisable within 60 days |
| Outstanding director equity at 12/31/2024 | Options: 9,167 @ $0.79 (12/01/2032); 55,000 @ $0.94 (02/01/2033); 37,500 exercisable / 7,500 unexercisable @ $3.87 (02/08/2034). Deferred RSUs: 2,492 unvested (mv $8,722) |
| Hedging/Pledging | Company policy prohibits speculative trading, hedging and short sales; effectively restricts pledging by directors |
Director Compensation Detail (2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Share Awards (Deferred RSUs) | $57,845 |
| Option Awards (Grant-date fair value) | $127,512 |
| Total | $185,357 |
Insider Trades (awards/elections)
| Filing Date | Transaction Date | Security | Amount | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-02-09 | 2024-02-08 | Options (Right to buy) | 45,000 | $3.87 | 45,000 | |
| 2024-02-09 | 2024-02-08 | Deferred RSUs | 14,947 | $0 | 14,947 | |
| 2025-02-06 | 2025-02-05 | Options (Right to buy) | 55,000 | $3.16 | 55,000 | |
| 2025-02-06 | 2025-02-05 | Deferred RSUs | 15,243 | $0 | 15,243 | |
| 2024-01-02 | 2024-01-01 | Form 3 (initial holdings incl. options and DSUs) | See filing | — | — |
Related-Party/Conflict Review
- Cooperation Agreement with Rubric Capital (largest shareholder) drove four director appointments (including Jenkins) and ensures at least one Rubric nominee on each committee; “standstill” limits Rubric to ≤20% beneficial ownership; extended to post-2025 AGM. This structure increases shareholder influence on board composition and committee presence; Jenkins is not reported as a Rubric affiliate .
- Related-party transaction policy: Audit & Risk Committee approves/ratifies such transactions; no separate Jenkins-related transactions disclosed .
Employment & Contracts (director service)
- Non-executive director service contracts: subject to a three-month termination period; no arrangements for compensation upon early termination of appointment .
- Company-wide clawback policy: mandatory recovery of erroneously awarded incentive compensation for current and former officers upon restatement (per SEC Rule 10D-1/Nasdaq) .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep R&D and public biotech CEO experience; sits on Audit & Risk Committee, enhancing financial oversight .
- Strong alignment mechanisms: director equity via options and elective Deferred RSUs; no hedging/pledging permitted; clawback policy in force .
- Attendance: at least 75% participation alongside peers in 2024; Board chaired by a non-executive, supporting independent oversight .
- Watch items:
- Board composition and committee representation influenced by Cooperation Agreement with largest shareholder (Rubric), including requirement for a Rubric nominee on each committee; governance lens should monitor balance of independent judgment vs. shareholder influence .
- Director equity awards lack performance conditions (standard for NEDs but reduces explicit pay-performance link); grants are time-vested options and fee-elected Deferred RSUs .
Notes
- Appointment date and NED appointments summary also referenced in Mereo’s 2024 UK statutory annual report .