Allene Diaz
Mersana TherapeuticsAbout Allene M. Diaz
Allene M. Diaz (age 60) has served on Mersana Therapeutics’ Board since March 2021. She founded AMD Consulting in August 2020, is a Senior Advisor to Bain Capital Life Sciences, and previously held senior roles at TESARO (SVP Global Commercial Development & Program Strategy) and GSK (SVP R&D Portfolio Management). She holds a B.S. in psychology from Florida State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMD Consulting | Lead, new product strategy & portfolio mgmt consulting | Aug 2020–present | Strategy advisor to life sciences; independent practice |
| Bain Capital Life Sciences | Senior Advisor | Ongoing | Industry network; potential investor interlock monitoring |
| GlaxoSmithKline (GSK) | SVP, R&D Portfolio Management | Sep 2019–Jun 2020 | Portfolio governance for global healthcare programs |
| TESARO (oncology) | SVP, Global Commercial Development & Program Strategy; ELT member | May 2015–Sep 2019 | Commercialization strategy and program leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | Director | Since Jun 2021 | Board-level oversight (committee specifics not disclosed) |
| BCLS Acquisition Corp. (SPAC) | Director | Oct 2020–Nov 2022 | Transaction oversight (Bain-affiliated SPAC) |
| Allena Pharmaceuticals, Inc. | Director | Apr 2019–Sep 2022 | Biopharma board governance |
Board Governance
- Independence: Six of eight directors are independent under Nasdaq rules; all current Audit, Compensation, and Nominating committee members meet heightened independence standards. Diaz is a non-employee committee member and thus independent .
- Committees: Compensation Committee member; began serving on Audit Committee effective April 1, 2025. She is not a committee chair .
- Attendance: Board met 10 times in 2024; every director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting. Non‑employee directors and committees meet in executive session without management .
- Leadership: Independent Chair (David Mott); CEO and Chair roles are separated, with risk oversight distributed across committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non‑employee director retainer |
| Committee retainers | $5,000 | Compensation Committee member retainer; Diaz was a member in 2024 |
| Audit Committee retainer | $7,500 | Applies starting Apr 1, 2025; not included in 2024 fees |
| 2024 fees earned (cash) | $45,000 | Diaz’s actual cash fees for 2024 |
Non-employee director cash retainer schedule (policy):
- Audit Committee member: $7,500; Chair: $15,000
- Compensation Committee member: $5,000; Chair: $10,000
- Nominating & Corporate Governance Committee member: $4,000; Chair: $8,000
- Board Chair retainer: $70,000; standard director retainer: $40,000
Performance Compensation
| Grant | Shares | Instrument | Vesting | Term | Exercise Price Basis |
|---|---|---|---|---|---|
| Annual equity award (2024) | 55,000 | Stock option | Standard annual director option grant on Jun 11, 2024 (annual meeting) [time-based] | 10 years | Closing price on grant date per plan |
| Policy: Annual equity award (2025+) | 61,500 | Stock option | Vests in full at earlier of first anniversary or next annual meeting (service-contingent) | 10 years | Closing price on grant date per plan |
| Policy: Initial equity (new director) | 123,000 | Stock option | Equal quarterly over 3 years (service-contingent) | 10 years | Closing price on grant date per plan |
Notes:
- Directors may elect to convert quarterly cash retainers into fully vested stock or fully vested options via Retainer Grant Elections; elections must be made annually in permitted trading windows .
- All outstanding director options automatically accelerate upon death, disability, or change in control .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock / Conflict Considerations |
|---|---|---|
| Bain Capital Life Sciences | Senior Advisor | Bain Capital Life Sciences entities beneficially own ~7.0% of Mersana; another MRSN director (Andrew Hack) is a Bain partner. Monitor for recusal in matters implicating Bain as a significant holder; related-party policy requires Audit Committee review/approval of related‑party transactions . |
| Ionis Pharmaceuticals | Director | No disclosed related-party transactions between MRSN and Ionis; typical informational interlocks risk appears limited based on current disclosures . |
Expertise & Qualifications
- Oncology commercialization and program strategy expertise (TESARO), portfolio governance (GSK), and advisory work for life sciences investors (Bain Capital Life Sciences) .
- Board brings assessed mix of skills; Diaz contributes commercial and biotech leadership to an independent majority board .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (direct) | 14,467 |
| Options exercisable within 60 days | 168,046 |
| Total beneficial ownership | 182,513 |
| Ownership % of outstanding | <1% (124,631,339 shares outstanding as of Apr 15, 2025) |
Ownership alignment and policies:
- Stock ownership guidelines require non‑employee directors to hold equity worth ≥3x the cash portion of the base annual Board retainer (forms counted include shares and RSUs; options do not count). Compliance measured each June 30; five years allowed for compliance (for incumbents by Jun 30, 2028) .
- Hedging, short sales, options transactions, margin accounts, and pledging of company stock are prohibited; pre‑clearance and window policies apply to insiders and directors .
- No pledging or hedging by Diaz is disclosed; no delinquent Section 16(a) filings reported for Diaz in 2024 (late filings noted for certain officers only) .
Governance Assessment
- Independence and committee service: Diaz is independent and serves on Compensation and (since Apr 1, 2025) Audit—both require heightened independence—supporting board effectiveness and oversight .
- Attendance and engagement: Board/committee attendance thresholds met; executive sessions without management are routine, indicating active independent oversight .
- Compensation alignment: Director pay is modest cash retainer plus time‑based option grants; acceleration limited to death/disability/change in control; ability to take retainers as equity supports alignment without performance metric gaming .
- RED FLAG monitor: Bain interlock. Diaz’s advisory role and Bain’s 7.0% stake, plus a Bain partner on the Board, warrant continued monitoring for related‑party issues and robust recusal practices, although the company has a formal related‑party transactions policy and Audit Committee oversight framework .
- Shareholder sentiment: Say‑on‑pay support was ~99% at the 2024 meeting, indicating broad investor confidence in compensation governance; Compensation Committee uses an independent advisor (Pearl Meyer) and robust clawback/ownership policies .
Signals for Investors
- Committee roles (Compensation, Audit) and independence strengthen governance; attendance and executive sessions indicate engagement .
- Equity ownership is conservative (<1% beneficial); stock ownership guidelines and hedging/pledging prohibitions mitigate misalignment risks .
- Bain advisory relationship plus Bain’s significant ownership is the primary potential conflict to monitor; Mersana’s related‑party and Audit Committee controls are a mitigating factor .