Daniel Shames

About Daniel Shames

Dr. Daniel A. Shames (age 79) is an independent, non-executive director of Mereo BioPharma Group plc, serving on the Board since November 2022; he is a former senior FDA official and currently President of Daniel A. Shames Consulting, providing regulatory services to over 100 biotech and pharma clients . He earned his undergraduate degree from Brandeis University, MD from Georgetown University School of Medicine, and completed a urology residency at the University of Pennsylvania; he also served as a Major in the U.S. Army Medical Corps . The Board has affirmatively determined that Dr. Shames is independent under SEC and Nasdaq rules . In 2024, all directors, including Dr. Shames, attended at least 75% of the aggregate Board and committee meetings for which they served .

Past Roles

External Roles

Board Governance

• Independence: Board determined Dr. Shames is an “independent director” under SEC and Nasdaq listing standards .
• Committee assignments: Member, Research and Development Committee; chair is Dr. Anders Ekblom .
• Other committees: Not listed on Audit & Risk; Remuneration; or Nomination & Corporate Governance Committees in 2024 .
• Attendance: All directors met at least 75% attendance threshold in 2024 across Board and relevant committees .
• Board leadership: Chair is non-executive; CEO and Chair roles are split to enhance independent oversight .

Committee Assignments (Current)

Fixed Compensation

Director fee policy (for context):

• Board member annual fee: $39,644; Board chair annual fee: $40,397 .
• R&D Committee member annual fee: $5,018; R&D Committee chair annual fee: $10,036 .
• Audit & Risk Committee member annual fee: $7,527; chair: $19,446 .
• Remuneration Committee member annual fee: $5,520; chair: $11,542 .
• Nomination & Corporate Governance Committee member annual fee: $4,391; chair: $8,782 .

Notes:

• Non-executive directors may elect to convert annual cash fees into Deferred RSUs over ADSs; number of Deferred RSUs based on 30-trading-day average ADS price; Deferred RSUs vest monthly over the plan year; payout generally 180 days after separation .

Performance Compensation

Performance metric framework for director equity:

Other Directorships & Interlocks

• Current public company boards: None disclosed for Dr. Shames .
• Appointment context: Dr. Shames was one of four directors appointed on November 10, 2022 under a Cooperation Agreement with Mereo’s largest shareholder, Rubric Capital Management LP; the agreement provides that at least one Rubric nominee serves on each Board committee, includes standstill provisions (e.g., Rubric cap at 20% beneficial ownership) and was extended to immediately after the 2025 AGM .
• Board/committee interlocks: Justin Roberts (Rubric partner) serves on the Board and multiple committees; Dr. Shames is not identified as affiliated with Rubric other than being part of the 2022 slate .

Expertise & Qualifications

• Regulatory leadership: 12 years at the FDA, including Division Director and Deputy Director roles overseeing safety/efficacy reviews across hundreds of drugs .
• Clinical expertise: Board-certified urologist; experience in private practice and founding Carolina Urocorp; military medical leadership as Major, U.S. Army Medical Corps .
• Advisory breadth: President of consulting firm serving 100+ biotech and pharma companies .
• Education: Brandeis University (undergraduate); Georgetown University School of Medicine (MD); urology residency at University of Pennsylvania .

Equity Ownership

Outstanding equity (as of Dec 31, 2024) relevant to Dr. Shames:

• Options: 9,167 at $0.79 expiring 12/01/2032; 55,000 at $0.94 expiring 02/01/2033; 37,500 exercisable and 7,500 unexercisable at $3.87 expiring 02/08/2034 (last tranche fully vested by Feb 8, 2025) .
• Deferred RSUs in lieu of cash fees: 2,357 units; market value $8,250; vest monthly; payout generally 180 days post-separation .

Policy alignment:

• Hedging and pledging prohibited for directors under Insider Trading Policy, supporting alignment with shareholders .
• Company has adopted a Dodd-Frank Rule 10D-1 compliant clawback policy for incentive-based compensation .

Governance Assessment

Positives

• Independence and oversight: Board affirms independence; serves on R&D Committee, bringing deep FDA/regulatory expertise to development oversight .
• Attendance and engagement: Met the company-wide minimum 75% attendance threshold in 2024 .
• Pay-for-service tilt: 2024 director pay was entirely in equity (Deferred RSUs + options), with no cash fees recorded, increasing alignment with shareholders .
• Risk controls: Prohibitions on hedging/pledging and a formal clawback policy reduce misalignment and recovery risk .

Watch items / potential red flags

• Activist-related appointment: Appointment under the 2022 Cooperation Agreement with largest shareholder Rubric; agreement ensures at least one Rubric nominee per committee and remains in effect through the 2025 AGM, which may raise perceived independence concerns despite the Board’s formal independence determination .
• Concentrated equity exposure: Beneficial ownership is almost entirely option-derived, magnifying sensitivity to share price volatility; while aligning incentives, it could also encourage risk-taking absent performance conditions on director awards (none are used for directors) .

Director Compensation (Detail)

Insider Equity Detail (as of 12/31/2024)

Related-Party and Conflicts Review

• Related-party transactions: The Cooperation Agreement with Rubric Capital (largest shareholder) led to appointment of four directors (including Dr. Shames) and provides committee representation, voting commitments, and standstill provisions; extended through conclusion of the 2025 AGM .
• Related-party policy: Audit & Risk Committee reviews related person transactions for arm’s-length terms and materiality .
• Insurance/indemnification: Standard D&O insurance and indemnities provided as permitted under U.K. law .

Say-on-Pay & Shareholder Feedback

• 2025 AGM agenda includes advisory votes on U.K. directors’ remuneration report and U.S. say-on-pay and frequency; Board recommends FOR say-on-pay and a three-year frequency .
• Final vote outcomes are to be reported via Form 8-K after the AGM .

Compensation Committee Analysis (Structure)

• Remuneration Committee: Members—Deepika Pakianathan, Justin Roberts, Anders Ekblom (Chair); heightened independence standards met .
• Use of independent consultant: Compensia retained since May 2021; company assessed no conflicts; committee reviews advisor independence factors per Nasdaq rules .

Summary Signals for Investors

• Alignment: Director compensation for Dr. Shames was entirely equity-based in 2024 (Deferred RSUs in lieu of cash + options), indicating alignment with shareholder outcomes .
• Expertise leverage: Regulatory depth (FDA leadership) is directly tied to R&D oversight via his committee position, enhancing board effectiveness on core value drivers (clinical/regulatory strategy) .
• Independence optics: While the Board affirms independence, his activist-linked appointment under the Rubric Cooperation Agreement warrants ongoing monitoring for potential influence dynamics until the agreement sunsets after the 2025 AGM .