Willard Dere
Mersana TherapeuticsAbout Willard H. Dere, M.D.
Independent Class I director at Mersana Therapeutics since March 2018; age 71. He chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee. Dr. Dere is Chief Medical Officer of Angitia Biopharmaceuticals (since June 2023) and previously served as Chief Advisor to Angitia’s CEO (since July 2022). He retired in June 2022 from the University of Utah Health, where he was Professor of Internal Medicine (and held several research leadership roles). He holds a B.A. and M.D. from the University of California, Davis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Utah Health (Utah Health Services Center) | Professor of Internal Medicine; B. Lue and Hope S. Bettilyon Presidential Endowed Chair in Internal Medicine for Diabetes Research; Co-Director, Center for Genomic Medicine; Co-Director, Clinical and Translational Science Institute; Associate VP for Research | 2014 – June 2022 | Academic and translational research leadership |
| Radius Health, Inc. | Director | Nov 2014 – Aug 2022 | Board service (company acquired Aug 2022) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Angitia Biopharmaceuticals | Chief Medical Officer | Since June 2023 | Previously Chief Advisor to CEO since July 2022 |
| BioMarin Pharmaceutical Inc. | Director | Since July 2016 | Public biopharma board |
| Seres Therapeutics, Inc. | Director | Since July 2017 | Public biotech board |
| Metagenomi, Inc. | Director | Since Aug 2021 | Genetic medicines company |
Board Governance
- Independence: Board determined in April 2025 that Dr. Dere is independent (six of eight directors independent); he serves on committees comprised solely of independent directors .
- Committee assignments: Audit Committee member; Chair, Nominating & Corporate Governance Committee .
- Attendance and engagement: In 2024 the Board held 10 meetings; each director attended ≥75% of aggregate Board and committee meetings. In 2023 the Board held 13 meetings; each director other than one attended ≥75% (implying Dr. Dere met the threshold both years) .
- Leadership and oversight: Separate Chair and CEO roles; regular executive sessions of non‑employee directors; Board committees oversee financial reporting, compensation risk, and governance/ESG matters .
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $40,000 | |
| Audit Committee member fee | $7,500 | |
| Nominating & Corporate Governance Chair fee | $8,000 | |
| Total cash paid to Dr. Dere (2024) | $55,500 | |
| Annual equity grant (2024) | Option to purchase 55,000 shares; grant 6/11/2024; 10‑year term; exercise price = grant‑date close; vests in full by first anniversary or next annual meeting | |
| Option grant fair value (2024) | $105,996 |
Director policy changes:
- For 2024, policy moved to options‑only for initial and annual awards (initial 110,000 options; annual 55,000 options). For 2025, initial increased to 123,000 and annual to 61,500 options; same vesting and 10‑year term .
Year-over-year compensation mix:
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 55,500 | 124,995 | 124,930 | 305,425 |
| 2024 | 55,500 | — | 105,996 | 161,496 |
Implication: Material shift from mixed RSU+option grants in 2023 to options‑only in 2024 under the amended policy, reducing accounting grant‑date value and emphasizing at‑risk, stock‑price‑linked pay .
Performance Compensation
- No director‑specific performance cash bonus program disclosed; director equity is time‑based and not tied to explicit performance metrics .
- Governance safeguards: no special perquisites; no tax gross‑ups; no single‑trigger vesting on change‑in‑control; comprehensive clawback policy for executives; robust stock ownership guidelines; hedging and pledging prohibited .
Other Directorships & Interlocks
| Company | Role | Committee roles at MRSN (for interlock context) |
|---|---|---|
| BioMarin Pharmaceutical Inc. | Director | Audit member; Nominating & Corporate Governance Chair at MRSN (no MRSN Compensation Committee role) |
| Seres Therapeutics, Inc. | Director | Same as above |
| Metagenomi, Inc. | Director | Same as above |
- Compensation Committee interlocks: None disclosed for Mersana (no reciprocal executive/director overlaps) .
Expertise & Qualifications
- Deep clinical, translational research and regulatory leadership across academia and industry; current CMO at Angitia; prior senior research leadership at University of Utah Health. Education: B.A. and M.D., UC Davis. Brings biopharma R&D and clinical oversight expertise to Audit and Governance roles .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common shares held directly | 39,182 shares |
| Options exercisable (or within 60 days) | 238,476 shares |
| Total beneficial (shares + exercisable options) | 277,658 shares (39,182 + 238,476) |
| Shares outstanding (record date 4/15/2025) | 124,631,339 |
| Beneficial ownership as % of outstanding | ~0.22% (277,658 / 124,631,339) using figures above |
Notes:
- Stock ownership guidelines require non‑employee directors to hold equity worth at least 3× the cash portion of the base annual retainer; compliance measured annually, with a five‑year window to June 30, 2028 for current directors. Unexercised options do not count toward the guideline .
- Hedging and pledging of Mersana securities are prohibited under the Insider Trading Policy .
- No related‑party transactions involving Dr. Dere are disclosed in the latest proxy; the Company’s Related Party Transactions section lists an EcoR1 exchange/warrant exercise unrelated to him .
Governance Assessment
-
Strengths
- Independent director with relevant clinical development and regulatory expertise; chairs Governance and sits on Audit, supporting board effectiveness and oversight .
- Attendance met ≥75% threshold in both 2023 and 2024; board holds executive sessions of non‑employee directors .
- Pay structure emphasizes equity alignment; hedging/pledging bans and ownership guidelines enhance investor alignment; no perqs/gross‑ups .
-
Watch items
- Time commitments: concurrent service on three other biotech boards plus an operating CMO role at Angitia; while 2023–2024 attendance thresholds were met, multi‑role load warrants continued monitoring for engagement risk .
- Director equity policy shifted to options‑only with higher share counts in 2025 (61,500 annual), modestly increasing overhang; however, options vest time‑based and maintain at‑risk pay linkage to stock performance .
-
Conflicts/related‑party exposure
- No related‑party transactions involving Dr. Dere disclosed; Audit Committee oversees related‑party reviews per policy .
-
Say‑on‑Pay and investor feedback context
- Company’s 2024 say‑on‑pay support was ~99% of votes cast, indicating broad investor approval of overall compensation governance framework .