David Mott

About David Mott

David Mott (age 59) is the independent Chair of Mersana Therapeutics’ Board (Class III; director since 2012, current term expiring at the 2026 annual meeting). He is a private investor (Mott Family Capital), formerly a General Partner at New Enterprise Associates (NEA) leading healthcare (2008–2020), and holds a B.A. from Dartmouth College . The Board classifies him as independent under Nasdaq rules; Mersana separates the CEO and Chair roles, and the Chair is independent . Mr. Mott previously served as MedImmune’s President/CEO and Vice Chairman, leading its $15.6B sale to AstraZeneca (background cited by Novavax) .

Past Roles

External Roles

Board Governance

• Independence and structure: 6 of 8 directors (75%) are independent; roles of CEO and Board Chair are separated; the Chair (Mott) is independent .
• Committees: Chair, Compensation Committee (members: Mott [Chair], Allene Diaz, Kristen Hege). Not a member of Audit or Nominating & Governance .
• Meetings and attendance: Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Executive sessions and risk oversight: Non‑employee directors meet in executive session; Audit, Compensation, and Nominating committees each oversee defined areas of risk; Audit also oversees cybersecurity .
• Compensation Committee governance: No interlocks; independent compensation consultant (Pearl Meyer) retained; Committee met 7 times in 2024 .

Fixed Compensation

• Policy (Non‑Employee Director Compensation Policy):
  • Annual cash: $40,000 director retainer ($70,000 for Board Chair); committee retainers—Audit member $7,500 ($15,000 Chair), Compensation member $5,000 ($10,000 Chair), Nominating & Governance member $4,000 ($8,000 Chair). Travel expenses reimbursed .
  • Equity: Initial option grant on joining; annual option grant at the annual meeting; acceleration upon death/disability or change in control .
  • 2025 update (effective Dec 4, 2024): Initial option 123,000 shares; annual option 61,500 shares; standard 10‑year term, Nasdaq closing price as exercise price .
• 2024 actual compensation (cash and equity) for Mr. Mott:
  • Cash fees: $80,000 (Board Chair $70,000 + Compensation Committee Chair $10,000) .
  • Option awards: $105,996 grant‑date fair value; total $185,996 .
• 2024 director annual equity: Each then‑serving non‑employee director received an option to purchase 55,000 shares on June 11, 2024 (annual meeting) .

Performance Compensation

• Directors do not have performance‑based pay (no annual “bonus,” PSU, or TSR metrics). Equity consists of time‑vested stock options; annual option grants vest per policy; options have a 10‑year term and exercise price equal to Nasdaq closing price on grant date .
• Retainer conversion: Directors may elect to take quarterly cash retainers in shares or options; such Stock/Option Retainer Grants vest fully on grant; 2024 example elections disclosed (Alleva opted for options; others took cash) .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital formation and M&A: Involved in >$40B of acquisitions, financings, and partnerships across career; led MedImmune’s $15.6B sale to AstraZeneca .
• Biotech operating/board experience: >30 years across private/public biopharmas; oversight of multiple drug developments to commercialization; service on 25 corporate boards (NVAX profile) .
• Current leadership: Independent Chair at Mersana; Chairs two other public biotech boards focused on therapeutics (ADAP, ARDX) .

Equity Ownership

Director Compensation Policy Details (Reference)

Say‑on‑Pay & Shareholder Signals

• 2024 (for 2023 compensation): Approx. 99% of votes cast favored Say‑on‑Pay, signaling strong support for pay program .
• 2025 Annual Meeting outcomes (June 12, 2025):
  • Say‑on‑Pay: For 63,571,120; Against 1,136,066; Abstain 147,832; Broker non‑votes 21,366,700 .
  • Director elections (Class II nominees): All elected; votes ranged from 49,598,858–63,779,513 For, with corresponding Against totals; broker non‑votes 21,366,700 .
  • Auditor ratification: For 85,866,981; Against 337,691; Abstain 17,046 .
  • Reverse split authorization: For 83,480,640; Against 2,489,457; Abstain 251,621 .

Related‑Party Transactions and Conflicts

• No related‑party transactions involving Mr. Mott were disclosed for 2023–2025. The proxy reports an EcoR1 pre‑funded warrant exchange and exercise (5%+ holder), and restates the Related‑Party Transactions Policy (Audit Committee oversight) .
• Compensation Committee Interlocks: None; no executive serves on another company’s board/comp committee that has an executive serving on Mersana’s board/comp committee .

Risk Indicators & Policies

• Clawback: Amended and Restated Clawback Policy (Nasdaq 5608‑compliant) for incentive‑based comp of covered officers; applies upon accounting restatement; additional recovery in cases of misconduct tied to restatement .
• Insider trading policy: Prohibits hedging and pledging; requires pre‑clearance; window policies in place .
• Board and committee activity: Robust cadence (Board: 10 meetings in 2024; Compensation Committee: 7; Audit: 7; N&CG: 4), with executive sessions .

Governance Assessment

• Strengths

  • Independent Chair; majority‑independent board; clear separation of Chair/CEO roles .
  • Strong shareholder support for compensation (99% in 2024; favorable 2025 counts); active investor engagement disclosed .
  • Transparent director pay with reasonable cash retainers and equity oriented toward alignment; option grants sized/updated for 2025; acceleration limited to CIC/death/disability .
  • Robust policies: clawback (officers), anti‑hedging/pledging, ownership guidelines for directors, and related‑party review .

• Watch‑items

  • Cross‑board interlock: Two Mersana directors (Mott and Alleva) also serve on Adaptimmune’s board—monitor for perceived insularity though no transactions disclosed .
  • Time commitments: Multiple chair roles (MRSN, ADAP, ARDX) and another public directorship (NVAX). While experience is additive, investors may monitor bandwidth; the proxy presents no attendance concerns for 2024 .

• Bottom line for investor confidence

  • Mott’s profile (transactional, operating, and capital markets depth) and independent chairmanship support board effectiveness. Clear independence, strong attendance, and high Say‑on‑Pay support underpin governance quality, with policies mitigating alignment risks; interlocks warrant standard monitoring but no related‑party conflicts are disclosed .