Mark Iwicki

About Mark Iwicki

Mark Iwicki, age 57, has served as a non-executive director of Merus N.V. since June 2015 and was Chairperson of the board from June 2015 to July 2018. He holds a B.A. in business administration from Ball State University and an M.B.A. from Loyola University. His current term began in 2024 and expires in 2026. He brings extensive leadership, commercial and business experience in biotechnology, including multiple CEO roles and service on several public company boards .

Past Roles

External Roles

Board Governance

• Independence: All non-executive directors, including Iwicki, are independent under Nasdaq rules; only the CEO is non-independent .
• Committee assignments: Chair, Compensation Committee; Member, Nomination & Corporate Governance Committee .
• Attendance: Board met five times in 2024; each director attended at least 75% of board and committee meetings in which they served .
• Term and tenure: Current term 2024–2026; service on Merus board since 2015 .
• Risk oversight: Board administers risk oversight directly and via committees; audit committee reviews related person transactions per Item 404 policy .

Fixed Compensation

Program features:

• Retainers paid quarterly in arrears; 3% automatic annual increase .
• No meeting fees disclosed; reasonable expense reimbursement allowed .

Performance Compensation

Notes:

• Options priced at fair market value on grant date; 10-year term .
• No explicit performance metrics tied to director pay were disclosed (director compensation structure is fixed cash plus equity) .

Other Directorships & Interlocks

• Current boards: Akero, Q32 Bio, Kala BIO, Aerovate, Third Harmonic Bio; CEO at Inhibikase Therapeutics .
• Interlocks/conflicts: Proxy does not disclose any related-party transactions involving Iwicki; audit committee oversees related person transaction policy and reviews on an ongoing basis .
• Collaboration counterparties (context for potential interlocks): Merus disclosed collaborations (e.g., Incyte, Eli Lilly, Gilead, Partner Therapeutics), but no indication of Iwicki’s direct ties to these counterparties was provided in the proxy .

Expertise & Qualifications

• Education: B.A. in business administration (Ball State University); M.B.A. (Loyola University) .
• Qualifications: Leadership, commercial and business experience in biotech; tenure as CEO and independent director at several public life science companies .

Equity Ownership

Additional details:

• Directors’ options outstanding at FY-end: Iwicki held 73,746 options as of Dec 31, 2024 (aggregate exercisable and unexercisable) .
• Anti-hedging: Company prohibits directors from hedging transactions that offset decreases in Merus equity value .
• Pledging: No pledging disclosures specific to directors identified in the proxy .

Governance Assessment

• Strengths:

  • Independent status and significant industry/commercial experience; prior Merus Chairperson role demonstrates board leadership .
  • Compensation committee chair role with use of independent advisors and clear governance of compensation policies (including clawback for officers) .
  • Attendance threshold met; active participation across committees; compensation committee met four times in 2024; nomination committee met three times .
  • Shareholder support: Say-on-pay approval >99% at 2024 AGM, signaling broad investor confidence in compensation governance framework (note: pertains to NEOs) .

• Watch items (potential investor focus):

  • Overboarding/time-commitment risk: Concurrent CEO role (Inhibikase) and multiple public boards could strain capacity; investors often scrutinize aggregate commitments for committee chairs .
  • Equity change-of-control acceleration: All unvested director options vest upon change in control; some investors monitor this for potential M&A-related incentives .
  • Transaction context: Board service at companies undergoing significant corporate actions (e.g., Aerovate merger; Third Harmonic dissolution) may increase external demands on time and attention .

Director Compensation (Detail)

Say-On-Pay & Shareholder Feedback

• 2024 AGM: Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers with support greater than 99% of votes cast; committee retained independent consultant (Pearl Meyer) and maintains practices such as no option repricing and double-trigger CIC benefits for executives .

Related Party Transactions (Conflict Screening)

• Policy and oversight: Audit committee reviews Item 404 related person transactions per formal policy; engages in ongoing oversight for conflict situations .
• Disclosures: Apart from collaboration agreements (e.g., with Incyte), the proxy does not disclose related-party transactions involving Iwicki .

Notes on Insider Trading Disclosures

• The 2025 proxy does not include a Form 4 insider trading summary for directors; no trades by Iwicki are disclosed in the proxy. Audit committee maintains insider trading compliance and anti-hedging policies for directors and officers .

Conclusion

Mark Iwicki is an experienced, independent director with deep biotech commercialization expertise and prior chair experience at Merus. His governance roles—compensation committee chair and nomination committee member—align with his background, with attendance thresholds met and strong shareholder support on compensation practices. Investors may monitor aggregate external commitments and director equity acceleration terms as part of ongoing board effectiveness and alignment assessments .