Jason Haddock
About Jason Haddock
Jason Haddock, age 55, is an independent non-executive director of Merus N.V. (MRUS) appointed in May 2024 for a term ending at the 2028 AGM. He is a finance and operations executive with >20 years in biopharma, previously CFO at Array BioPharma (2016–2019), CFO/COO at BERG (2015–2016), CFO at ArcherDx (May–Aug 2020), and held senior finance and commercial roles at Bristol-Myers Squibb (2001–2015). He holds a BS in accounting (Illinois State University) and an Executive MBA (Washington University in St. Louis) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArcherDx | Chief Financial Officer | May–Aug 2020 | Led genomics finance until acquisition by Invitae |
| Array BioPharma | Chief Financial Officer | 2016–2019 | Executed oncology R&D/commercial strategy financing |
| BERG | Chief Financial Officer & Chief Operating Officer | 2015–2016 | AI-based analytics biopharma; operations and finance |
| Bristol-Myers Squibb | Finance, strategic, commercial, BD roles (incl. CFO/COO in APAC/EU/US business units) | 2001–2015 | International finance and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PYC Therapeutics | Director | May 2021–present | Current public company directorship |
| Codiak Biosciences | Director | Aug 2020–Jun 2023 | Prior public company board |
Board Governance
- Independence: Board determined all directors except CEO are independent under Nasdaq rules; Haddock is independent. Audit Committee members (Haddock, Gowen, Pucci) meet Rule 10A-3 independence; Haddock designated “audit committee financial expert” .
- Committee assignments: Audit Committee Chair (Jason Haddock); members: Maxine Gowen, Paolo Pucci. Compensation Committee: Chair Mark Iwicki; members Len Kanavy, Paolo Pucci. Nomination & Corporate Governance Committee: Chair Anand Mehra; members Mark Iwicki, Len Kanavy .
- Attendance: In 2024, board met five times; each director attended ≥75% of board and committee meetings. Haddock (then nominee) attended the 2024 AGM alongside Pucci and CEO Lundberg—signal of early engagement .
- Board composition/tenure: Haddock’s current term runs to the 2028 AGM .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned (2024 actual) | $40,098 | Prorated cash retainer for partial year after May 2024 appointment |
| Annual cash retainer (program) | $43,045 | Payable quarterly, 3% automatic annual increase |
| Audit Committee Chair fee (program) | $18,540 | Additional annual cash for committee chair role |
| Audit Committee member fee (non-chair, program) | $9,270 | Additional annual cash |
| Compensation Committee Chair/member (program) | $15,540 / $7,725 | Additional annual cash |
| Nominating Committee Chair/member (program) | $15,450 / $7,725 | Additional annual cash |
Performance Compensation
| Equity Award | Grant Value | Vesting | Terms |
|---|---|---|---|
| Initial director option (2024 actual) | $600,000 | 33% at 1st anniversary; remainder in 24 equal monthly installments | Exercise price = fair market value at grant; 10-year term |
| Annual director option (program) | $300,000 | 12 equal monthly installments post-grant | Board can size awards to align at 50th percentile peer group |
| Change-of-control provision | — | All unvested director options vest in full upon CoC | Single-trigger equity acceleration under NED program |
No TSR/financial performance metrics apply to director equity; vesting is service-based .
Other Directorships & Interlocks
| Link | Description | Potential Governance Consideration |
|---|---|---|
| Shared prior company | Haddock was CFO at Array BioPharma (2016–2019); MRUS director Victor Sandor was CMO at Array (2014–2019) | Network tie; no related-party transaction disclosed. Audit Committee oversight of related-person transactions in place |
Expertise & Qualifications
- Finance and accounting expertise (audit committee financial expert designation), international operating leadership, oncology-focused biopharma finance. Degrees: BS accounting; Executive MBA .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Jason Haddock | 6,387 | <1% | Includes options exercisable/vestable within 60 days of April 18, 2025 |
| Options outstanding at 12/31/2024 | 17,688 | — | Aggregate director options (exercisable + unexercisable) |
Director Compensation Mix (2024 Actual)
| Item | Cash ($) | Options ($) | Total ($) |
|---|---|---|---|
| Jason Haddock | 40,098 | 600,000 | 640,098 |
Say‑on‑Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 | Advisory approval of NEO compensation | 55,982,398 | 1,682,719 | 70,235 | 3,976,898 |
- Prior vote: 2024 say‑on‑pay supported by >99% of votes cast—strong endorsement of compensation framework .
Potential Conflicts & Related‑Party Exposure
- Related‑party transactions: MRUS disclosed a consulting agreement with director Victor Sandor ($35,000/month, April 2024). No related‑party transactions disclosed for Haddock. Audit Committee (chaired by Haddock) reviews related‑person transactions per policy and Nasdaq rules .
- Anti‑hedging policy: Company prohibits hedging transactions by directors and entities they control; no pledging disclosed .
Attendance & Engagement
- 2024 board and committee attendance ≥75% for all directors; Haddock attended the 2024 AGM as nominee—positive signal of engagement during onboarding .
Compensation Structure Analysis
- Equity-heavy director pay with options sized to market median (50th percentile) to align incentives; no guaranteed equity, and option repricing prohibited without shareholder approval under plan policy. Change‑of‑control feature accelerates vesting (single‑trigger)—investors may scrutinize alignment for directors, though common in NED programs .
Governance Assessment
- Strengths:
- Independent director; Audit Committee Chair with “financial expert” designation—enhances oversight of financial reporting and related‑party reviews .
- Demonstrated engagement (AGM attendance; onboarding mid‑2024) .
- Ownership alignment via service‑vesting options; beneficial ownership disclosed; anti‑hedging policy in place .
- Shareholder support for pay framework remains high (2025 and 2024 votes) .
- Watch items:
- Single‑trigger equity acceleration for directors upon change‑of‑control—monitor for potential misalignment in transactional contexts .
- Board interlocks (Array BioPharma) are historical, not transactional; continue monitoring for any related‑party dealings (none disclosed for Haddock) .
Appendix: Committee Assignment Summary
| Committee | Members | Chair |
|---|---|---|
| Audit | Jason Haddock; Maxine Gowen, Ph.D.; Paolo Pucci | Jason Haddock |
| Compensation | Mark Iwicki; Len Kanavy; Paolo Pucci | Mark Iwicki |
| Nomination & Corporate Governance | Anand Mehra, M.D.; Mark Iwicki; Len Kanavy | Anand Mehra, M.D. |
Appendix: Policy & Process Highlights
- Clawback policy (SEC Rule 10D‑1/Nasdaq) applies to officers; audit and risk oversight processes documented; annual board evaluations; Code of Conduct and Insider Trading Compliance policy maintained .