Christine Fox
About Christine Fox
Christine Fox, age 44, is Chief Financial Officer of Mereo BioPharma, serving since January 2021. She is a Certified Public Accountant with a B.S. in Accounting from Butler University, and previously held senior finance roles at Travelport and spent over 10 years at KPMG in the U.S. and Switzerland . 2024 performance objectives for the executive team included financing and cash runway management (including a $50 million registered direct financing into 2027), transition to U.S. domestic reporting, manufacturing readiness for Phase 3, IP milestones, and clinical progress on setrusumab and alvelestat; bonuses were paid based on achievement of these objectives . The company’s pay-versus-performance disclosure links compensation actually paid to total shareholder return and net loss, but specific TSR figures are presented graphically without tabular detail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travelport | Vice President Finance, External Reporting; later Group Financial Controller and Treasurer | 2015–2020 | Senior finance leadership in external reporting and treasury prior to joining Mereo |
| KPMG (U.S. & Switzerland) | Various roles in audit/finance | >10 years | Foundation in accounting and audit; CPA credential |
External Roles
None disclosed for Christine Fox in the proxy statement .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary ($) | 378,120 | 402,463 |
| Target Bonus (% of base) | 50% | 50% |
| Stretch Bonus Cap (% of base) | 63% | 63% |
| Actual Annual Bonus Paid ($) | 151,248 | 174,065 |
| All Other Compensation ($) | 40,400 | 47,919 |
| Pension Contribution Policy | Eligible; company contributes 10% of base with ≥4% employee contribution (or cash in lieu) | Eligible; company contributes 10% of base with ≥4% employee contribution (or cash in lieu) |
Notes:
- Compensation amounts are reported in USD with GBP-to-USD conversion as of year-end exchange rates as disclosed .
Performance Compensation
| Metric/Objective | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Company-wide objectives (pipeline milestones, manufacturing/compliance, partnerships, finance/business development, IP milestones) | Undisclosed | Undisclosed | Achieved across listed categories | CFO payout at 43% of base salary | Annual cash bonus paid after Committee approval, typically January following year |
Objective detail highlights:
- Finance: U.S. domestic reporting regime transition; controls readiness; $50M registered direct financing extending cash runway into 2027 .
- Setrusumab: Real world evidence activities, HTA/reimbursement readiness, additional Phase 2 Orbit data at 14-month time point consistent with prior data .
- Alvelestat: Phase 3 protocol submission to FDA; Phase 3 readiness; EU orphan designation for AATD .
- Manufacturing: Phase 3 higher dosage tablet and drug product supply; commercial supply chain including agreement with Ultragenyx .
- IP: Successful achievement of milestones .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Ordinary Shares) | 3,715,170 ordinary shares; 0.5% of outstanding ordinary shares as of April 1, 2025 (795,001,444 shares outstanding) |
| ADS/Option Breakdown | Includes 89,285 ADSs beneficially owned + 653,749 ADSs underlying share awards exercisable within 60 days; each ADS represents five ordinary shares |
| Stock Ownership Guidelines | Not disclosed in proxy |
| Hedging/Pledging | Policy prohibits hedging and pledging (insider trading policy) |
Outstanding Equity Awards (as of Dec 31, 2023; ADS units):
| Award Type | Exercisable (# ADS) | Unexercisable (# ADS) | Exercise Price ($) | Expiration | Vesting Details |
|---|---|---|---|---|---|
| Stock Option | 123,958 | 46,042 | 3.32 | 01/19/2031 | Footnote (2): 25% vests then monthly over 3 years (see footnote details) |
| Stock Option | 105,416 | 114,584 | 1.40 | 01/14/2032 | 25% vests then monthly over 3 years |
| Stock Option | — | 375,000 | 1.01 | 01/25/2033 | 25% vests on 01/25/2024, remainder monthly over 3 years |
| PSUs (price-threshold) | — | 150,000 | — | — | Vests upon satisfaction of escalating ADS price thresholds over a two-year performance period |
Notes:
- All securities expressed in ADSs; each ADS equals five ordinary shares .
- Vesting footnotes: (2) 25% vest then equal monthly installments over three years; (4) 25% vests on 1/25/2024 then monthly over three years; PSUs vest based on ADS price thresholds .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated October 20, 2020; amended September 3, 2021 |
| Role Tenure | CFO since January 2021 |
| Base Pay & Bonus Eligibility | Annual base salary; discretionary performance-based annual bonus per annual bonus plan |
| Pension | Eligible for group personal pension; company contribution of 10% of base with ≥4% employee contribution, or cash in lieu |
| Notice Period | Six months by either party |
| Restrictive Covenants | Non-compete and non-solicit of key employees for six months; non-solicit of customers for nine months post-termination |
| Change-in-Control Economics | Accelerated vesting of share options; payments equal to 12 months’ annual base salary and target annual bonus upon covered termination during the period commencing on a change in control and ending 12 months after |
| Hedging/Pledging Policy | Prohibited for officers, directors, employees |
Compensation Committee & Governance Notes
- The Remuneration/Compensation Committee engages Compensia as independent consultant (since May 2021) for program design, peer group identification, and market data; Company assessed no conflicts of interest .
- Executive base salary increases in 2024 reflected market, inflation, and broader workforce considerations; Fox’s base rose 8.0% (GBP basis; USD converted at year-end FX rates) .
Investment Implications
- Pay-for-performance: CFO bonus tied to concrete operational and financing milestones; 2024 payout at 43% of base indicates strong execution, notably on financing and U.S. reporting transition .
- Alignment: Beneficial ownership at 0.5% plus substantial option exposure and PSUs with price hurdles align incentives with equity value creation; corporate policy prohibits hedging/pledging, reducing misalignment risk .
- Retention risk: Six-month notice period and moderate CoC protection (12 months’ base + target bonus) with accelerated option vesting provide standard biotech retention economics without excessive golden parachutes .
- Equity over cash mix: 2024 compensation shifted toward options (option grant value $637,624) with no new share awards, reinforcing long-term equity value focus; base salary increased 8% YoY reflecting role scope and market conditions .
- Execution track record: Finance-related objectives achieved (capital raise, runway extension, reporting transition) support confidence in CFO’s capability to manage capital and controls during pivotal clinical phases .