Lawrence Alleva
Mersana TherapeuticsAbout Lawrence M. Alleva
Independent Class III director at Mersana Therapeutics since September 2017; age 75. Former 39-year PwC executive (28 years as partner), inactive CPA; recognized by the Board as an “audit committee financial expert.” Education: B.S. in Accounting (Ithaca College); attended Columbia University Executive MBA (non-degree). Current term runs to the 2026 annual meeting; independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner (28 years); total 39 years at PwC; retired June 2010 | 1971–2010 | Corporate finance/accounting leadership; qualifies as audit committee financial expert at MRSN |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bright Horizons Family Solutions Inc. | Director | 2012–present | Education/childcare company |
| Galera Therapeutics, Inc. | Director | Jun 2019–present | Oncology radiation company |
| Adaptimmune Therapeutics plc | Director | Mar 2015–present | Biopharma; overlap with other MRSN directors (see interlocks) |
Board Governance
| Governance Element | Status/Detail |
|---|---|
| Independence | Independent director under Nasdaq Listing Rule 5605(a)(2) |
| Board class/term | Class III; term expires at 2026 annual meeting |
| Committee assignments | Audit Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Financial expert designation | Board determined Mr. Alleva is an “audit committee financial expert” |
| Meeting attendance | Board met 10 times in 2024; each director attended at least 75% of Board/committee meetings served; all directors attended 2024 annual meeting |
| Committee activity | Audit Committee met 7 times in 2024; Nominating & Corporate Governance met 4 times; Compensation Committee met 7 times (not a member) |
| Board leadership | Independent Chair (David Mott); CEO and Chair roles separated |
| Risk oversight | Audit oversees internal controls, financial risk, cybersecurity, related-party approvals; regular private sessions with auditors |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Policy / Amount | 2024 Actual (Alleva) |
|---|---|---|
| Annual cash retainer | $40,000 | $59,000 (fees earned or paid in cash; he elected options in lieu—see below) |
| Audit Committee Chair retainer | $15,000 | Included in fees above |
| Nominating & Corp Gov member retainer | $4,000 | Included in fees above |
| Annual equity grant (at 2024 annual meeting) | Stock option for 55,000 shares; 10-year term; strike = closing price on grant date | Option award grant-date fair value $105,996 |
| Retainer taken as equity (election option) | Directors may convert quarterly cash retainers to options or shares; fully vested on grant | Alleva elected option retainer grants totaling $58,968; 35,104 option shares granted across 4 quarterly dates |
| 2025 policy change (context) | Initial option increases to 123,000; annual option to 61,500; vesting per updated terms | N/A (forward-looking policy) |
Performance Compensation
| Instrument | Performance metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Director equity (options) | None disclosed; service-based, not tied to financial/ESG metrics | Options (annual/grants) per policy; 10-year term; exercise at market close price on grant date | No performance-vesting elements for directors disclosed |
Other Directorships & Interlocks
| External Company | MRSN Directors Serving | Nature of Interlock |
|---|---|---|
| Adaptimmune Therapeutics plc | Lawrence M. Alleva (Director), David Mott (Director and Chair since Jan 2017), Kristen M. Hege, M.D. (Director since Nov 2023) | Three MRSN directors concurrently on Adaptimmune board, indicating a notable interlock |
Expertise & Qualifications
- 39 years at PwC (28 as partner); inactive CPA; deep audit/controls expertise; designated audit committee financial expert .
- Industry/public board experience across biopharma and services (Adaptimmune, Galera, Bright Horizons) .
- As Audit Chair, oversees financial reporting, auditor independence, cybersecurity oversight, whistleblower procedures, and related-party transaction approvals .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 336,461 shares; includes 2,120 (Lawrence M. Alleva Revocable Trust), 14,467 direct, and options to purchase 319,874 shares exercisable within 60 days (beneficial ownership <1%) |
| Ownership as % of outstanding | Less than 1% |
| Vested vs. unvested breakdown | Disclosure provides exercisable-within-60-days options (319,874) and share counts as above; broader vesting schedule for director grants per policy |
| Pledging/hedging | Company policy prohibits hedging and pledging; pre-clearance and window policies apply |
| Stock ownership guidelines | Non-employee directors must hold equity worth ≥3x cash base annual retainer; compliance measured annually; existing directors expected to meet by June 30, 2028; unexercised options do not count toward guideline |
Related-Party & Conflicts Review
- Related-party transactions are reviewed/approved by the Audit Committee; policy in place. 2024–2025 disclosures highlight EcoR1 warrant exchange but do not identify any transaction involving Mr. Alleva specifically.
- Bain Capital Life Sciences is a significant holder; another MRSN director (Andrew Hack) is a Bain Life Sciences partner, disclosed in beneficial ownership notes (not related to Alleva).
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval ~99% of votes cast; the Compensation Committee maintained approach given strong support; regular outreach reported.
Insider Trading Filings
- Section 16(a) compliance: Company reports timely filings in 2024 except certain late reports for specified officers; no delinquency noted for Mr. Alleva.
Governance Assessment
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Strengths
- Independent Audit Chair with CPA background; designated audit committee financial expert, strengthening financial reporting and controls oversight.
- Active committee cadence (Audit met 7 times in 2024) and Board-level executive sessions support independent oversight.
- Alignment features: ability to take retainers in equity (Alleva elected options), stock ownership guidelines, clawback policy (amended to align with Nasdaq Rule 5608), anti-hedging/pledging.
- Attendance policy and 2024 participation threshold met by all directors; all directors attended 2024 annual meeting.
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Watch items / RED FLAGS
- Multiple-board interlock at Adaptimmune: three MRSN directors (including Alleva) serve concurrently on Adaptimmune’s board, which can raise concerns about groupthink or network concentration; warrants monitoring for independence of judgment.
- Director equity scale increased for 2025 (initial and annual option sizes), which could elevate dilution risk if not matched by performance and shareholder outcomes.
- Company-level listing risk context: Nasdaq minimum bid price deficiency and planned reverse split—while not specific to Alleva, this environment increases the importance of rigorous audit/risk oversight by the Audit Committee.
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Net view: Alleva brings strong audit rigor and independence to the Board and chairs a well-scoped Audit Committee. The Adaptimmune interlock with two other MRSN directors is the key governance risk to monitor; equity scale changes for 2025 merit continued scrutiny for dilution and alignment.