Len Kanavy
About Len Kanavy
Independent non-executive director of Merus N.V. since July 2018; age 64. Former Senior Vice President, Commercial Business Operations at Genentech (2006–2016) and earlier Vice President, Commercial Operations at Novartis Pharmaceuticals; B.S. in Business Administration and M.B.A. (Finance) from the University of Scranton. Current board term began in 2022 and is scheduled to expire at the 2026 AGM; classified by Merus as independent under Nasdaq rules. In 2024, the board met five times and each director attended at least 75% of board and committee meetings on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech (biotechnology) | SVP, Commercial Business Operations | Sep 2006–Sep 2016 | Led U.S. commercial strategy incl. launches, BD valuation, clinical plan options, pricing . |
| Genentech Access to Care Foundation (nonprofit) | Board Member | 2014–2016 | Access to care governance oversight . |
| Novartis Pharmaceuticals | VP, Commercial Operations | Pre-2006 (dates not specified) | Led business analytics, strategy, product launches . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Kanavy in the 2025 proxy . |
Board Governance
- Committees: Compensation Committee (member); Nomination & Corporate Governance Committee (member). Chairs: Compensation—Mark Iwicki; Nomination & Corporate Governance—Anand Mehra, M.D. .
- Independence: All directors other than the CEO are independent per Nasdaq; board made affirmative independence determinations .
- Attendance and engagement: Board met 5 times in 2024; each director attended ≥75% of board and applicable committee meetings .
- Say-on-Pay: 2024 say‑on‑pay received >99% support, signaling broad shareholder alignment on compensation practices .
- Related-party oversight: Audit Committee oversees related-person transactions policy and reviews; no consulting fees or other “All Other Compensation” reported for Mr. Kanavy (contrast: separate consulting arrangement disclosed only for Dr. Sandor) .
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Annual Board Retainer (program) | $43,045 | 2024 non-executive director program cash retainer . |
| Committee Member Retainer (program) | $7,725 each | Per committee (non-chair) under the program . |
| 2024 Cash Paid to Kanavy | $58,495 | Aggregate cash fees actually received in 2024 . |
Performance Compensation (Director Equity)
| Equity Element | 2024 Value / Terms | Notes |
|---|---|---|
| Annual Option Award (fair value) | $300,000 | Grant-date fair value in 2024; options valued under ASC 718 . |
| Vesting (annual grants) | 12 equal monthly installments post-grant | Standard vesting for annual director option awards . |
| Exercise Price | Fair market value on grant date | Set at FMV; 10-year max term . |
| Change-in-Control | Full vesting of unvested options | Director program provision . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Noted |
|---|---|---|---|
| Merus N.V. | Non-Executive Director | Compensation (member); Nomination & Corporate Governance (member) | None disclosed; committee composed solely of independent, non‑employee directors . |
| — | — | — | No other current public company boards for Mr. Kanavy disclosed in the proxy . |
Expertise & Qualifications
- Commercial strategy and operations leadership (Genentech; Novartis) with responsibility for product launches, pricing, and BD valuation—relevant to late-stage/early-commercial biotech governance .
- Governance experience via nonprofit board service (Genentech Access to Care Foundation) .
- Finance-oriented academic background (M.B.A., Finance), supports Compensation and Nominating/Governance committee work .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Outstanding | Notes |
|---|---|---|---|
| Len Kanavy | 84,931 | <1% | Beneficial ownership as of April 18, 2025; includes derivatives exercisable within 60 days . |
| Options Outstanding (FY-end 2024) | 84,931 | — | Aggregate director stock options held at 12/31/2024 . |
- Anti-hedging: Company policy prohibits directors from hedging transactions (e.g., zero-cost collars, forwards) in Merus equity .
Governance Assessment
- Positives: Independent director with deep commercial/launch experience; active roles on Compensation and Nomination & Governance; attendance threshold met; pay structure emphasizes equity alignment; anti-hedging policy in place; strong shareholder support on say‑on‑pay (>99%) .
- Alignment and incentives: 2024 director compensation heavily equity‑weighted (~84% options: $300,000 equity vs. $58,495 cash), promoting long-term alignment but with typical option risk/reward profile .
- Conflicts/related-party exposure: No consulting fees or other non-standard payments reported for Mr. Kanavy; Audit Committee oversees related-person transactions policy. A separate consulting agreement disclosed for another director (Dr. Sandor), but no similar arrangement for Mr. Kanavy .
- Oversight capacity: Committee composition is independent; Compensation Committee engages independent advisors (Pearl Meyer; Latham & Watkins) with independence affirmed—supports robust pay governance .