Anna Protopapas
Mersana TherapeuticsAbout Anna Protopapas
Former President & CEO of Mersana Therapeutics (2015–Sept 10, 2023), now a Class III director (age 60) serving since March 2015. Education: B.S. in science & engineering (Princeton), M.S. in chemical engineering practice (MIT), M.B.A. (Stanford GSB) . The Board determined she is not “independent” under Nasdaq rules due to her prior CEO role (six of eight directors are independent; exceptions are the current CEO and Ms. Protopapas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mersana Therapeutics | President & Chief Executive Officer; Director | Mar 2015 – Sept 10, 2023 (CEO); Director since Mar 2015 | Brought deep pharma BD and company insight; continues as Class III director |
| Dicerna Pharmaceuticals | Director | Jan 2019 – Jun 2021 | Board service at oncology-focused biotech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvalent, Inc. (oncology biotech) | Chair of the Board | Since Mar 2022 | Board leadership; note interlock with MRSN director Andrew A.F. Hack who also serves on Nuvalent’s board |
Board Governance
- Board/committee roles: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees as of the 2025 proxy .
- Independence: Not independent under Nasdaq Listing Rule 5605 (due to service as Mersana CEO until Sept 10, 2023) .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Tenure/classification: Class III director; Board size 8; independent Chair (David Mott) separate from CEO .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid to each non‑employee director (Board Chair receives $70,000) |
| Committee retainers (member) | Audit $7,500; Compensation $5,000; Nominating & Governance $4,000 | Not applicable to Ms. Protopapas (not a committee member) |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating & Governance $8,000 | N/A |
| Meeting fees | None disclosed | Policy provides annual retainers and equity; no per‑meeting fees disclosed |
| 2024 cash actually paid (Ms. Protopapas) | $40,000 | Per 2024 director compensation table |
Performance Compensation (Director Equity)
| Grant/Policy | Instrument | Shares/Value | Grant Date/Terms |
|---|---|---|---|
| 2024 annual director grant | Stock options | 55,000 options; grant‑date FV $105,996 | Granted June 11, 2024 (at the 2024 annual meeting); standard director option terms (10‑year life; exercise price = closing price on grant date) |
| Director equity acceleration | Applies to initial/annual director awards | — | Outstanding director equity vests fully upon death, disability, or change in control |
| 2025 policy (amended Dec 4, 2024) | Stock options | Annual: 61,500 options; New director initial: 123,000 options | 2025 annual vests in full on earlier of first anniversary or next annual meeting; 10‑year term; exercise price = grant‑date close |
Notes: Directors may elect to convert cash retainers into fully vested shares or options on a quarterly basis; in 2024 only Mr. Alleva elected to do so, not Ms. Protopapas .
Other Directorships & Interlocks
| Entity | Role | Interlock / Overlap | Governance Implication |
|---|---|---|---|
| Nuvalent, Inc. | Chair | MRSN director Andrew A.F. Hack also serves on Nuvalent’s board | Board‑level network tie; not a related‑party transaction by itself |
| Dicerna Pharmaceuticals (prior) | Director | None disclosed | Historical experience; no current interlock |
Expertise & Qualifications
- Executive leadership and BD experience in pharma/biotech; former CEO of Mersana .
- Education: Princeton (B.S.), MIT (M.S. ChemE Practice), Stanford GSB (M.B.A.) .
- Industry focus: Oncology drug development and business development .
Equity Ownership (Alignment)
| Measure (as of Apr 15, 2025) | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 2,769,768 shares | 2.2% of shares outstanding |
| Direct/common shares | 168,041 | Held by Ms. Protopapas |
| Indirect/trust holdings | 72,263; 240,244 | Kinney/Protopapas Irrevocable Trust; Anna Protopapas Irrevocable Trust |
| Options (exercisable ≤60 days) | 2,289,220 | Included in beneficial ownership total |
| Stock ownership guidelines | 3× cash base retainer for non‑employee directors; 5‑year compliance window (by June 30, 2028 for incumbents) | Counts shares owned and RSUs; stock options do not count |
| Hedging/pledging | Prohibited by company policy | Pre‑clearance and window trading rules apply |
Related‑Party / Conflicts Review
- Related‑party transactions: The proxy discloses an EcoR1 pre‑funded warrant exchange and exercise; no transactions involving Ms. Protopapas were disclosed .
- Compensation committee interlocks: Company discloses none; Ms. Protopapas is not on the Compensation Committee .
- Independence & committees: Not independent under Nasdaq and not on standing committees, reducing potential direct oversight roles (e.g., audit/compensation) .
Insider Reporting and Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports timely filings overall; certain late Form 4s for named officers due to administrative delays; no late filings attributed to directors incl. Ms. Protopapas in the disclosure |
| Insider trading policy | Hedging, pledging, short sales, and speculative transactions prohibited; pre‑clearance and window trading required |
Governance Assessment
-
Strengths
- Significant ownership (2.2%) and long company tenure align interests with investors .
- Robust director compensation structure with equity component; director equity accelerates only upon death, disability, or change in control; no meeting fees; ability (optional) to take retainers in equity further aligns incentives .
- Stock ownership guidelines and strict insider trading/hedging/pledging prohibitions support alignment and risk controls .
-
Watch items / potential red flags
- Not independent under Nasdaq due to recent CEO tenure (reduces independent oversight optics) .
- No current committee assignments (limits direct role in audit/compensation/nominating oversight) .
- External board interlock: Chairs Nuvalent while MRSN director Andrew Hack also serves on Nuvalent’s board; while common in biotech networks, investors may monitor for perceived influence channels; no related‑party transactions disclosed .
- Director pay: Policy increased annual option grant size for 2025 (55,000 → 61,500 options); modest upward shift bears watching for pay inflation vs. peer practice .
Attendance: Each director met at least 75% attendance in 2024; all directors attended the 2024 annual meeting .
Board leadership: Independent Chair separate from CEO; non‑employee directors hold executive sessions regularly .
Appendix — 2024 Director Compensation (Ms. Protopapas)
| Year | Cash Fees ($) | Equity Grant Type | Equity Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,000 | Stock options (annual grant) | 105,996 | 145,996 |
Appendix — Non‑Employee Director Compensation Policy (Selected Terms)
| Policy Element | Detail |
|---|---|
| Annual cash retainer | $40,000 (Board Chair $70,000) |
| Committee retainers (member/chair) | Audit $7,500/$15,000; Compensation $5,000/$10,000; Nominating & Governance $4,000/$8,000 |
| Annual equity (2024) | 55,000 options at annual meeting |
| Amended annual equity (2025) | 61,500 options; new director initial 123,000 options; 10‑yr term; exercise price at grant; annual vests by earlier of 1‑yr or next AGM |
| Accelerated vesting | Upon death, disability, or change in control |
| Retainer‑for‑equity election | Option to take cash retainers in fully vested stock or options quarterly; only Mr. Alleva elected in 2024 |
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