Michael Wyzga
About Michael Wyzga
Michael S. Wyzga (age 70) is Chairman of Mereo’s Board and an independent director since April 2019 (previously OncoMed director 2013–2019), with prior roles as CFO of Genzyme (1999–2011) and CEO of Radius Health (2011–2013). He served as Mereo’s Interim CFO from Aug 1, 2020 to Jan 4, 2021 via MSW Consulting, and holds an MBA (Providence College) and BS (Suffolk University) . The Board affirmed his independence under Nasdaq rules; he serves as non‑executive Chair, presiding over Board activities and oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme Corporation | Chief Financial Officer | 1999–2011 | Senior finance leadership |
| Radius Health, Inc. | President & CEO; Director | 2011–2013 | Led public biotech; board governance |
| OncoMed Pharmaceuticals, Inc. | Director | 2013–2019 | Board experience pre‑merger with Mereo |
| Mereo BioPharma Group plc | Interim CFO (via MSW Consulting) | Aug 1, 2020–Jan 4, 2021 | Transitional finance leadership |
| MSW Consulting Inc. | President | Current | Strategic life sciences advisory |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| GenSight Biologics S.A. | Chairman of the Board | Current | Board leadership |
| X4 Biologics | Chairman of the Board | Current | Board leadership |
| Exact Sciences Corporation | Director | Prior | Public company board experience |
| Idenix Pharmaceuticals, Inc. | Director | Prior | Pharma board experience |
| Altus Pharmaceuticals, Inc. | Director | Prior | Biotech board experience |
| Prosensa Holding B.V. | Supervisory Board Member | Prior | Governance oversight |
| Adagio Therapeutics Corporation | Director | Prior | Biopharma board |
| LogicBio | Director | Prior | Genetic medicine board |
Board Governance
- Role: Non‑executive Chairman of the Board; separate CEO/Chair structure to enhance independent oversight .
- Independence: Determined independent by the Board (Nasdaq/SEC standards) .
- Committees: Chair, Nomination & Corporate Governance Committee; Member, Audit & Risk Committee .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024; Board met 5 times, Audit & Risk 6, Remuneration 5, Nomination & Corporate Governance 0, R&D 0 .
- Audit & Risk remit includes related‑party transaction approvals and risk oversight (financial, cybersecurity) .
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | — (elected equity) |
| Share Awards (Deferred RSUs) | $119,130 |
| Option Awards | $127,512 |
| Total | $246,642 |
| Annual Fee Schedule (USD) | Member Fee | Chair 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 |
- Non‑executive directors may convert annual cash fees into Deferred RSUs under the 2019 NED EIP; RSUs vest monthly over the plan year and are generally paid 180 days post‑separation .
Performance Compensation
| Award Type | Grant Details | Performance Metrics | Vesting | Fair Value (2024) |
|---|---|---|---|---|
| Market‑value stock options | 45,000 options at $3.87 per ADS granted in Feb 2024; 37,500 exercisable and 7,500 unexercisable at 12/31/24; expires 02/08/2034 | None (no performance conditions) | Equal monthly installments over 1 year (fully vested by 02/08/25) | $127,512 |
| Deferred RSUs (in lieu of cash) | RSUs delivered under 2019 NED EIP; 5,131 unvested at 12/31/24 (MV $17,959) | None (fee conversion) | Monthly over plan year; paid 180 days after separation | $119,130 |
Other Directorships & Interlocks
- Rubric Capital Cooperation Agreement: requires at least one Rubric nominee on each Board committee; Justin Roberts (Rubric partner) serves on the Nomination & Corporate Governance Committee led by Wyzga, and on Remuneration, creating a shareholder‑influence interlock across committees .
- Standstill provisions cap Rubric beneficial ownership at ≤20% during the agreement term (extended to post‑2025 AGM) .
Expertise & Qualifications
- Financial leadership (Genzyme CFO; Radius CEO) and extensive public company board experience across biotech/pharma .
- Independent chair experience; governance skills in board composition, evaluation, and nominations .
Equity Ownership
| Beneficial Ownership (as of Apr 1, 2025) | Amount |
|---|---|
| Total Ordinary Shares Beneficially Owned | 1,236,500 |
| ADSs directly owned | 25,050 |
| Share awards/Options exercisable within 60 days | 222,250 ADSs |
| Unvested Deferred RSUs at 12/31/2024 | 5,131 (MV $17,959) |
| Hedging/Pledging | Prohibited by Insider Trading Policy (directors covered) |
| Section 16(a) Filings | Company believes all directors complied in 2024 |
Governance Assessment
- Alignment: Election to take Deferred RSUs (no cash fees in 2024) plus annual options indicates equity‑based alignment; options have time‑based vesting and no performance conditions, standard for non‑executives in pre‑commercial biotech .
- Effectiveness: Independent non‑executive Chair structure supports oversight; Wyzga chairs Nominating and sits on Audit, with Board‑affirmed independence .
- Engagement: ≥75% attendance, with audit and board activity in 2024; no Nominating Committee meetings were held in 2024, a watchpoint given his chair role .
- Conflicts/Related Party: No Wyzga‑specific related‑party transactions disclosed; past interim CFO engagement disclosed and concluded; Audit Committee oversees related‑party approvals .
- Shareholder Influence RED FLAG: Cooperation Agreement installing Rubric nominees on every committee (including Wyzga’s Nominating Committee) can concentrate influence; monitor committee independence and nomination outcomes under this arrangement .
- Risk Indicators: Hedging/pledging prohibited; clawback policy adopted for officers; no delinquent insider filings noted for directors in 2024 .