Maxine Gowen, Ph.D.
About Maxine Gowen, Ph.D.
Independent non-executive director at Merus N.V. since May 2021; re-appointed by shareholders on May 21, 2025 to a term ending at the 2029 AGM, with nomination also supported under the Dutch works council’s enhanced recommendation right . Former founding President & CEO of Trevena (2007–Oct 2018) and long-tenured GSK executive (15 years) including SVP for the Center of Excellence for Drug Discovery and VP, Musculoskeletal Drug Discovery; prior President & Managing Partner at SR One (GSK’s VC arm) . Education: B.Sc. Biochemistry (University of Bristol), Ph.D. Cell Biology (University of Sheffield), MBA (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trevena, Inc. | Founding President & CEO | 2007–Oct 2018 | Led public biopharma through development; CEO tenure |
| GlaxoSmithKline (GSK) | SVP, Center of Excellence for Drug Discovery; VP, Drug Discovery (Musculoskeletal) | ~15 years | Built externalized discovery model; led early development in osteoporosis/arthritis/bone metastases |
| SR One (GSK’s VC arm) | President & Managing Partner | Not disclosed | Led investments; served on portfolio company boards |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Aclaris (public) | Director | Current | Also on MRUS board: Anand Mehra serves on Aclaris board → interlock noted below |
| Passage Bio (public) | Director | Current | — |
| Aceragen, Inc. (public) | Director | Prior | — |
| Akebia Therapeutics (public) | Director | Prior | — |
| Idera Therapeutics (public) | Director | Prior | — |
| Trevena, Inc. (public) | Director | Prior | Also former CEO |
Board Governance
- Role and independence: Non-executive, independent under Nasdaq rules; also qualifies for Audit Committee independence (Rule 10A-3) .
- Committees: Audit Committee member; committee chaired by Jason Haddock; other member Paolo Pucci .
- Attendance and engagement: Board held 5 meetings in 2024; each director attended at least 75% of board and committee meetings during their service period . Audit Committee met 4 times in 2024; Gowen is a signatory on the Audit Committee Report .
- Tenure and term: Director since May 2021; re-appointed at 2025 AGM to serve until 2029 AGM .
- Shareholder support: Re-appointment vote (Proposal 5b) results: For 57,605,971; Against 121,866; Abstain 7,515; Broker non-votes 3,976,898 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees earned/paid (2024) | $60,040 | Actual cash reported in Director Compensation Table |
| Program annual cash retainer | $43,045 | Non-Executive Director program (2024) |
| Audit Committee member retainer | $9,270 | Additional annual cash for Audit member (non-chair) |
| Payment cadence | Quarterly in arrears; 3% annual automatic increase applied to retainers | Program features |
No meeting fees are listed in the program. Program provides for reimbursement of reasonable travel/related expenses .
Performance Compensation
| Equity Element | 2024 Grant Value | Terms |
|---|---|---|
| Annual Option Award | $300,000 | Options priced at FMV on grant date; vest in 12 substantially equal monthly installments post-grant; 10-year term; full acceleration of unvested options upon change in control |
| Initial Option Award (program) | $600,000 | For initial board appointment; 33% vests at 1-year anniversary, remainder over 24 monthly installments |
No performance metrics (e.g., TSR, EBITDA) apply to director equity; equity is in the form of stock options with time-based vesting and CoC acceleration .
Other Directorships & Interlocks
| External Company | Gowen Role | Overlapping MRUS Director | Interlock Note |
|---|---|---|---|
| Aclaris (public) | Director | Anand Mehra, M.D. (Aclaris director) | Board interlock between two MRUS directors at Aclaris |
| Passage Bio (public) | Director | None disclosed | — |
Expertise & Qualifications
- Scientific and drug development: Veteran of GSK discovery and early development; clinical development leadership .
- Company building/leadership: Founding CEO of Trevena (public biopharma) .
- Venture investing: Led SR One; board experience across multiple public life science companies .
- Education: B.Sc. (Bristol), Ph.D. (Sheffield), MBA (Wharton) .
Equity Ownership
| Item | Value | As-of |
|---|---|---|
| Beneficially owned common shares | 60,059 | April 18, 2025 (beneficial ownership table) |
| Ownership as % of outstanding | <1% | Company marks “*” less than 1% (69,183,279 shares outstanding) |
| Options outstanding (exercisable + unexercisable) | 60,059 | As of Dec 31, 2024 (director holdings table) |
| Anti-hedging | Prohibited for directors under Insider Trading Compliance Policy | Policy summary in proxy |
| Pledging | Not disclosed | — |
Governance Assessment
- Strengths
- Independent status and Audit Committee service; committee oversees financial reporting integrity and related-party policies, with four meetings in 2024 and an active report signed by Gowen .
- Strong shareholder mandate: re-appointment received 57.6M “For” vs 0.12M “Against” votes, signaling investor confidence .
- Relevant sector expertise (discovery, development, venture/board roles) directly aligned with MRUS’s R&D-centric strategy .
- Potential Watch Items
- Director equity is option-heavy with full single-trigger acceleration on change-in-control for unvested options; while common in small/mid-cap biotech, some investors view automatic CoC acceleration as misaligned in certain scenarios .
- Board interlock at Aclaris (with MRUS Chair Anand Mehra) elevates the importance of robust independence processes for any overlapping issues; no related-party transactions disclosed for Gowen .
- Attendance disclosure is aggregate (each ≥75%) rather than individual by director; more granular reporting could enhance transparency .
No related-party transactions involving Dr. Gowen are disclosed; the Audit Committee maintains oversight of Item 404 transactions and related-person policies . Director cash/equity pay appears within program norms and shareholder-approved parameters, with 2024 actual totals of $360,040 for Gowen ($60,040 cash; $300,000 option grant-date value) .