Deepika Pakianathan
About Deepika Pakianathan
Independent non‑executive director; age 60; on Mereo’s board since April 2019 following the OncoMed merger. Managing Member at Delphi Ventures (since 2001) and CEO of a stealth biotech; holds B.Sc. and M.Sc. (University of Bombay), and M.S./Ph.D. (Wake Forest). The board affirmatively determined her independence under Nasdaq rules, and she is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OncoMed Pharmaceuticals | Director | Dec 2008–Apr 2019 (until merger) | Long-tenured biotech board experience; continued onto Mereo’s board post-merger |
| Delphi Ventures | Managing Member | 2001–present | Life sciences investing; finance expertise supports audit leadership |
| Stealth biotech (private) | Chief Executive Officer | Current | Operating leadership experience in biotech |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Karyopharm Therapeutics, Inc. | Director | Current | Public company board service |
| Theravance Biopharma, Inc. | Director | Current | Public company board service |
| Calithera Biosciences; Alder Biopharmaceuticals; Relypsa; Foresite Development Corp I & II | Director (prior) | Former | Prior public/SPAC boards |
Board Governance
- Committee assignments: Chair of Audit and Risk Committee; member of Remuneration Committee. Audit Committee members: Pakianathan (Chair), Annalisa Jenkins, Michael Wyzga, Jeremy Bender. Remuneration Committee members: Anders Ekblom (Chair), Pakianathan, Justin Roberts.
- Independence: Board determined Pakianathan is independent; the Remuneration Committee members meet heightened Nasdaq independence standards.
- Attendance: In 2024 the Board met 5 times; Audit 6; Remuneration 5; Nomination and R&D 0; all directors attended ≥75% of meetings of the Board and their committees.
- Board structure: CEO and Chair roles are separated to ensure independent board leadership.
- Governance policies: Audit Committee charter and related person transaction policy assign the Audit Committee to pre‑approve auditor services, oversee internal controls, and approve related‑party transactions; company has adopted an SEC/Nasdaq-compliant compensation clawback policy.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $63,857 | Denominated in GBP; converted at £1/$1.2546 |
| Share Awards | $0 | No Deferred RSUs elected in 2024 (blank in table) |
| Committee/Board Fee Schedule (Members/Chairs) | See below | Annual fees (GBP → USD at £1/$1.2546) |
| Service | Member Annual Fee (USD) | Chair Annual Fee (USD) |
|---|---|---|
| Board of Directors | $39,644 | $40,397 |
| Audit & Risk Committee | $7,527 | $19,446 |
| Remuneration Committee | $5,520 | $11,542 |
| Nomination & Corporate Governance Committee | $4,391 | $8,782 |
| Research & Development Committee | $5,018 | $10,036 |
Performance Compensation
| Equity Component | Grant Date | Quantity | Fair Value (USD) | Strike | Vesting | Expiration | Performance Conditions |
|---|---|---|---|---|---|---|---|
| Non‑exec option grant | Feb 8, 2024 | 45,000 options | $127,512 | $3.87 | Equal monthly over 1 year | Feb 8, 2034 | None attached |
| Outstanding options (as of Dec 31, 2024) | Various | See detail below | — | See detail | See detail | See detail | — |
Detail of outstanding options (as of Dec 31, 2024):
- 5,500 options at $5.40; exp. May 20, 2029.
- 22,500 options exercisable and 7,500 unexercisable at $3.87; exp. Feb 8, 2034; monthly vesting completed Feb 8, 2025.
Other Directorships & Interlocks
| Company | Relation to Mereo | Potential interlock/conflict |
|---|---|---|
| Karyopharm Therapeutics; Theravance Biopharma | No related-party transactions disclosed | None disclosed; Audit Committee reviews/approves related person transactions under policy |
| Rubric Capital cooperation agreement (context) | Largest shareholder; agreement requires at least one Rubric nominee on each committee | Governance consideration; not a related transaction for Pakianathan; committee composition includes multiple independent members |
Expertise & Qualifications
- Audit committee financial expert with requisite financial sophistication per SEC/Nasdaq standards; chairs Audit & Risk Committee.
- Advanced scientific training (Ph.D.) and senior venture/operating roles in biotech, aligning with Mereo’s sector.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares/ADS equivalent) | 246,250 | As of April 1, 2025; includes shares and rights exercisable within 60 days |
| Ownership % of shares outstanding | 0.0% | Based on 795,001,444 ordinary shares outstanding |
| Vested options (12/31/2024) | 22,500 (at $3.87); 5,500 (at $5.40) | From outstanding awards table |
| Unvested options (12/31/2024) | 7,500 (at $3.87) | Monthly vest through Feb 8, 2025 |
| Shares pledged/hedged | Not disclosed | No pledging/hedging disclosure in proxy |
Insider trading signal (Form 4):
- On Aug 22, 2024, exercised options and sold 105,244 ADS at a weighted average price of $4.4298; filing notes sale “due to fund administration reasons”; post‑transaction direct ownership in ADS reported as 0.
Shareholder Voting Signals
| Resolution | Outcome/Support |
|---|---|
| Re‑election of Dr. Deepika Pakianathan (AGM May 13, 2025) | For: 452,185,080 (85.42%); Against: 77,182,392 (14.58%); Withheld: 94,821,190 |
| Say‑on‑pay frequency | 1‑year received 48.08% of votes; board adopted annual advisory votes on compensation until next frequency vote (no later than AGM 2031) |
Governance Assessment
- Strengths: Independent director; Audit & Risk Committee chair and SEC‑defined audit financial expert; strong attendance record at board/committee meetings; clear audit/related‑party oversight and clawback policy in place. These factors support board effectiveness and investor confidence.
- Alignment: Director compensation is primarily cash fees plus annual option grants; Pakianathan did not elect Deferred RSUs in 2024, but holds vested/unvested options; beneficial ownership is small vs outstanding shares. Options vesting aligns incentives over service periods; no performance conditions on director options.
- Watch items / potential red flags:
- Multiple concurrent public boards (KPTI, TBPH) and Delphi Ventures leadership could pose time/attention trade‑offs, though attendance in 2024 met thresholds.
- Aug 2024 Form 4 sale tied to “fund administration reasons” reduced direct ADS holdings to zero; monitor future insider activity for alignment signals.
- Rubric Capital cooperation agreement places Rubric nominees across committees; while Pakianathan is independent, committee dynamics merit ongoing oversight for potential influence.
- Overall: Governance credentials and audit leadership are positives; ownership alignment modest and sale rationale is neutral but notable; independence affirmed and committee workload appropriate. Continued monitoring of insider activity, committee composition, and external commitments is advisable.