Jeremy Bender
About Jeremy Bender
Jeremy Bender, age 53, is an independent non‑executive director of Mereo BioPharma Group plc, serving on the Board since October 2020. He is CEO and President of DayOne Biopharmaceuticals (NASDAQ: DAWN) and previously held senior roles at Gilead Sciences (VP Corporate Development), Tizona Therapeutics (COO), and Sutro Biopharma (Chief Business Officer). He holds a B.S. in Biological Sciences from Stanford, a Ph.D. in Microbiology & Immunology from the University of Colorado, and an MBA from MIT Sloan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | Vice President, Corporate Development | Not disclosed | Led partnerships, alliances, JVs, equity investments, licensing, and M&A |
| Tizona Therapeutics, Inc. | Chief Operating Officer | Not disclosed | Operational leadership in immuno‑oncology |
| Sutro Biopharma, Inc. | Chief Business Officer | Not disclosed | Business development leadership |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| DayOne Biopharmaceuticals, Inc. (DAWN) | Chief Executive Officer & President | Current | Not disclosed |
| Fusion Pharmaceuticals, Inc. | Director | Current | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Bender is independent under SEC and Nasdaq rules; 9 of 10 directors are independent .
- Committee memberships: Audit and Risk Committee member; Nomination and Corporate Governance Committee member .
- Committee chairs: Audit and Risk chaired by Dr. Deepika Pakianathan; Nomination & Corporate Governance chaired by Michael Wyzga; Remuneration chaired by Dr. Anders Ekblom; R&D chaired by Dr. Anders Ekblom .
- Attendance: In 2024 the Board met 5 times; Audit & Risk met 6; Remuneration met 5; Nomination and R&D met 0. All directors attended at least 75% of Board and applicable committee meetings .
- Years of service: Director since October 2020 .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $0 | Bender’s cash fee column shows “—” (likely elected Deferred RSUs) |
| Share awards (Deferred RSUs) | $63,317 | Grant date fair value under ASC 718 |
| Option awards | $127,512 | Grant date fair value under ASC 718 |
| Total FY2024 director compensation | $190,829 | Sum of share and option awards |
Non‑Executive Director fee schedule (company policy, USD equivalents):
| Body/Committee | Member Annual Fee | Chair Annual Fee |
|---|---|---|
| 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 |
Policy notes:
- Directors may elect to convert annual cash fees into Deferred RSUs over ADSs; Deferred RSUs vest monthly; payout generally 180 days after separation .
- Non‑executive director service contracts carry a three‑month termination period; no severance for early termination .
Performance Compensation
Option grants and vesting:
| Grant (Director Options) | Quantity | Exercise Price | Grant Date | Vesting | Expiration |
|---|---|---|---|---|---|
| Annual grant (each non‑exec director) | 45,000 | $3.87 | Feb 8, 2024 | Equal monthly over 1 year; fully vested Feb 8, 2025 | Feb 8, 2034 |
Outstanding awards (as of Dec 31, 2024):
| Award Type | Quantity (Exercisable) | Quantity (Unexercisable) | Strike | Expiration |
|---|---|---|---|---|
| Options | 22,000 | — | $3.32 | Jan 19, 2031 |
| Options | 31,500 | — | $2.72 | Feb 1, 2031 |
| Options | 55,000 | — | $1.31 | Feb 1, 2032 |
| Options | 55,000 | — | $0.94 | Feb 1, 2033 |
| Options | 37,500 | 7,500 | $3.87 | Feb 8, 2034 |
| Deferred RSUs (in lieu of cash) | 2,727 | — | N/A | Vested monthly; market value $9,545 |
Performance metric linkage (directors):
| Metric | Disclosure |
|---|---|
| Performance conditions for director equity | None; market‑value options with time‑based monthly vesting, no performance conditions |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| DayOne Biopharmaceuticals (DAWN) | CEO & President | No related‑party transactions disclosed with Mereo |
| Fusion Pharmaceuticals | Director | No related‑party transactions disclosed with Mereo |
Rubric Capital Cooperation Agreement (context for Board dynamics):
- At least one Rubric nominee must be appointed to each Board committee; standstill capped Rubric at ≤20% voting securities; extended through conclusion of 2025 AGM .
- Bender is not identified as a Rubric nominee .
Expertise & Qualifications
- Executive leadership: CEO of a public biotech (DayOne) .
- Corporate development and transactions: extensive partnership/M&A experience at Gilead .
- Operational leadership in biotech: senior roles at Tizona and Sutro .
- Academic credentials: Stanford B.S.; University of Colorado Ph.D.; MIT Sloan MBA .
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | % Outstanding | Notes |
|---|---|---|---|
| Jeremy Bender | 1,174,000 | 0.1% | Includes 12,550 ADSs + 222,250 ADSs underlying options exercisable within 60 days (1 ADS = 5 ordinary shares) |
Options detail (ADS basis):
| Category | ADS Exercisable | ADS Unexercisable | Comment |
|---|---|---|---|
| Options within 60 days | 222,250 | — | Included in beneficial ownership |
| Deferred RSUs | 2,727 | — | Vested monthly; payout post‑separation |
Alignment and risk safeguards:
- Hedging and pledging of company stock prohibited for directors and officers .
- Compensation recovery (clawback) policy adopted under SEC Rule 10D‑1/Nasdaq standards .
Governance Assessment
-
Strengths
- Independent director with deep transaction and operating experience in biotech; valuable oversight on Audit and Risk and Nominating/Governance committees .
- Attendance met the company’s threshold (≥75%) with an active Audit & Risk agenda (6 meetings in 2024) .
- Alignment via equity: elected Deferred RSUs and received annual market‑value options; no hedging/pledging permitted; clawback in place .
-
Potential risks / RED FLAGS
- Investor influence: Cooperation Agreement requires at least one Rubric nominee on every committee, which can constrain committee independence despite overall Board majority independence; continued through 2025 AGM .
- Limited disclosure of director‑specific performance criteria: Director equity awards are time‑based, not performance‑linked, which may dilute pay‑for‑performance alignment at the Board level .
-
Neutral/other observations
- Non‑exec director contracts have only a three‑month termination period and no severance; mitigates entrenchment risk .
- Majority‑independent Board, separate Chair/CEO, and clear committee charters indicate baseline governance quality .