Kristen Hege
Mersana TherapeuticsAbout Kristen M. Hege, M.D.
Independent director of Mersana Therapeutics since August 2016; age 61 as of April 29, 2025. Retired Senior Vice President, Early Clinical Development, Hematology/Oncology & Cell Therapy at Bristol Myers Squibb (Nov 2019–Mar 2023, following BMS’s acquisition of Celgene); previously Vice President, Translational Development at Celgene (joined 2010). Clinical Professor of Medicine (Hematology/Oncology), UCSF Medical Center (1996–2023; volunteer since 2008). Education: B.A. in biochemistry (summa cum laude), Dartmouth College; M.D., University of California, San Francisco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP, Early Clinical Development, Hematology/Oncology & Cell Therapy | Nov 2019 – Mar 2023 | Senior leadership in early clinical dev for hematology/oncology and cell therapy |
| Celgene Corporation | VP, Translational Development | 2010 – Nov 2019 (BMS acquisition) | Translational development leadership |
| UCSF Medical Center | Clinical Professor of Medicine (Hematology/Oncology) | 1996 – 2023 (volunteer since 2008) | Academic leadership; volunteer faculty since 2008 |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Adaptimmune Therapeutics plc | Director | Since Nov 2023 | Committee roles not disclosed in MRSN proxy |
| Graphite Bio, Inc. | Director | Apr 2021 – Mar 2024 (reverse merger with LENZ Therapeutics) | Service ended at reverse merger; committee roles not disclosed in MRSN proxy |
Board Governance
- Committee assignments: Compensation Committee member (Chair: David Mott); Nominating & Corporate Governance Committee member (Chair: Willard H. Dere) .
- Independence: Board determined Dr. Hege is independent; all standing committees comprised solely of independent directors; compensation and nom/gov members meet Exchange Act Rules 10C-1/5605 independence criteria .
- Attendance and engagement: Board held 10 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; directors regularly hold executive sessions without management; all directors attended the 2024 annual meeting .
- Board classification: Class II director; up for election in 2025 with term running to the 2028 annual meeting (majority voting standard in uncontested elections) .
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $40,000 | Standard NED base retainer |
| Committee retainers (member) | $5,000 (Comp Committee), $4,000 (Nominating & Corporate Governance) | Chair premiums: Comp $10,000; Nominating $8,000; Audit $15,000 (member $7,500) |
| 2024 cash fees paid (Hege) | $49,000 | Matches $40k base + $5k Comp + $4k Nom/Gov |
| 2024 option awards (grant-date fair value) | $105,996 | Annual director option grant valuation under ASC 718 |
| 2024 total compensation (Hege) | $154,996 | Cash + option award |
Policy notes: Directors may elect to convert quarterly cash retainers into fully vested stock or options (“Retainer Grant Election”); for 2024 only Mr. Alleva elected options in lieu of cash; others received cash .
Performance Compensation (Equity Grants and Vesting)
| Item | Grant date | Shares/Options | Vesting & Term | Exercise Price | Acceleration |
|---|---|---|---|---|---|
| 2024 annual NED option grant (all continuing directors) | Jun 11, 2024 | 55,000 options | Time-based; options under 2017 Plan; term 10 years (subject to earlier termination upon service end) | Closing price on grant date (Nasdaq) | Full acceleration upon death/disability or change in control |
| 2025 Amended NED policy – annual option | Post‑annual meeting (2025) | 61,500 options | Vests in full on the earlier of 1‑year anniversary or next annual meeting; 10‑year term | Closing price on grant date (Nasdaq) | Standard director acceleration applies; nonstatutory options under 2017 Plan |
| Initial option (for newly appointed/elected directors under 2025 policy) | Upon appointment/election | 123,000 options | Vests in equal quarterly installments over 3 years; 10‑year term | Closing price on grant date (Nasdaq) | Standard director acceleration applies |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no committee member has been an officer/employee in prior 3 years; no cross‑director/comp committee interlocks with executive officers . |
| Major shareholders with board ties | Bain Capital Life Sciences entities hold ~7.0%; director Andrew A.F. Hack is a Partner at Bain Capital Life Sciences; he may be deemed to share beneficial ownership but disclaims except for pecuniary interest . |
Expertise & Qualifications
- Oncology physician-scientist with senior drug development leadership across hematology/oncology and cell therapy; translational development expertise from Celgene/BMS; academic credentials from UCSF .
- Public company board experience in immuno‑oncology (Adaptimmune) and gene editing/therapy (Graphite Bio) adds external perspective to Mersana’s ADC-focused strategy .
Equity Ownership
| Holder | Shares owned | Options exercisable within 60 days | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| Kristen M. Hege, M.D. | 14,467 | 290,689 | 305,156 | <1% (of 124,631,339 shares outstanding) |
- Stock ownership guidelines: Non‑employee directors must hold equity worth ≥3× the cash portion of base annual retainer (i.e., ≥$120,000). Compliance assessed each June 30; existing directors have until June 30, 2028 to achieve compliance. Options (vested/unvested) do not count toward guideline; shares and RSUs do count .
- Hedging/pledging: Company policy prohibits hedging (short sales, options, or other speculative transactions) and pledging/margin accounts; pre‑clearance required for trades .
Governance Assessment
- Independent, experienced director: Dr. Hege is independent, with domain expertise and service on two core committees (Compensation; Nominating & Corporate Governance), supporting board effectiveness .
- Engagement: Board met 10 times in 2024; all directors met the ≥75% attendance threshold; executive sessions held regularly—signals active oversight .
- Pay structure and alignment: Mix of modest cash retainers plus time‑vested options; stock ownership guidelines (3× cash retainer) and strict anti‑hedging/pledging policies support alignment; note that director equity is not performance‑conditioned (typical for NEDs) .
- Potential watch items: Automatic acceleration of director equity upon change in control could be viewed as a soft entrenchment risk by some investors, though standard in many NED programs . Presence of a major shareholder (Bain Capital Life Sciences) with a board representative (Dr. Hack) warrants monitoring for information flow and conflicts; disclosures address independence and beneficial ownership disclaimers .
- Compensation governance: Compensation Committee uses independent consultant (Pearl Meyer); Committee determined consultant independence and absence of conflicts, which supports pay‑for‑performance governance quality .
- Shareholder feedback: Board recommends FOR say‑on‑pay; adoption of ownership guidelines in 2022 reflected responsiveness to stockholder input .
No related‑party transactions disclosed involving Dr. Hege during 2023–2025 in the proxy; related transactions disclosed involve EcoR1 Capital exchange for pre‑funded warrants, with Audit Committee oversight policy in place .