Victor Sandor, M.D.C.M.
About Victor Sandor, M.D.C.M.
Independent non-executive director of Merus N.V. since June 2019; age 57. Former CMO at Array BioPharma (2014–2019) after senior clinical development leadership at Incyte (2010–2014), Biogen Idec and AstraZeneca. Medical degree (M.D.C.M.) from McGill University; Oncology fellowship at the NIH in Bethesda, MD .
Past Roles
| Organization | Role | Tenure | Approvals/Highlights |
|---|---|---|---|
| Array BioPharma | Chief Medical Officer | Sep 2014 – Dec 2019 | Oversaw clinical dev. to approvals of Braftovi and Mektovi in BRAFV600E/K melanoma; Braftovi in BRAFV600E colorectal cancer . |
| Incyte Corporation | SVP, Global Clinical Development | Feb 2010 – Sep 2014 | Oversaw clinical dev. to approvals of Jakafi for myelofibrosis and polycythemia vera . |
| Biogen Idec (Oncology) | Vice President & Chief Medical Officer | Prior to 2010–2014 | Oncology leadership prior to Incyte tenure . |
| AstraZeneca | Oncology development leadership | Prior to Oct 2009 – Feb 2010 | Led registration of Arimidex (anastrozole) for adjuvant use; early programs through proof-of-concept . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| ADC Therapeutics SA | Director | Apr 2020 | Active public company directorship . |
| Prelude Therapeutics Inc. | Director | May 2020 | Active public company directorship . |
| Kymera Therapeutics Inc. | Director | Nov 2022 | Appointed Nov 3, 2022; targeted protein degradation focus . |
| Istari Oncology | Director | Jul 2019 | Active directorship (private) . |
Board Governance
- Committee assignments: Not listed on Audit, Compensation, or Nomination & Corporate Governance committees in 2024–2025 proxy; company website indicates Chair of Research & Development Committee (R&D) and member of R&D Committee .
- Independence: All directors other than CEO are independent under Nasdaq rules; Sandor qualifies as independent .
- Attendance: Board met five times in 2024; each director attended at least 75% of board and committee meetings during their service period .
- Current term: Began 2023, expires 2027 .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director under Nasdaq rules . |
| Board meeting attendance | ≥75% in 2024 . |
| Committees (core) | Not on Audit, Compensation, Nom/Gov . |
| Committees (R&D) | R&D Committee Chair and member (company website) . |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees earned/paid in cash ($) | $58,495 |
| All other compensation ($) | $13,312 (consulting fees earned in 2024) |
| Total ($) | $71,807 cash-related; total including equity $371,807 |
- Consulting arrangement: Merus US, Inc. entered into a consulting agreement (April 15, 2024) with Sandor for up to 20 hours/month at $35,000 per month; all other compensation reflects actual fees earned in 2024 .
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Option awards (grant-date fair value, $) | $300,000 |
| Options outstanding at 12/31/2024 (count) | 71,613 |
- Anti-hedging policy prohibits directors from hedging or offsetting declines in Merus equity value .
- Director equity program administered under the Non-Executive Director Compensation Program (provides initial and annual option grants; program governs cash retainers and committee fees) .
Other Directorships & Interlocks
| Company | Relationship to Merus | Governance signal |
|---|---|---|
| ADC Therapeutics SA | No disclosed transactions with Merus | Oncology domain overlap; information flow potential but no RPT disclosed . |
| Prelude Therapeutics Inc. | No disclosed transactions with Merus | Oncology overlap; information flow potential . |
| Kymera Therapeutics Inc. | No disclosed transactions with Merus | Platform overlap; appointed Nov 2022 . |
| Istari Oncology | No disclosed transactions with Merus | Oncology overlap; private company . |
Expertise & Qualifications
- Clinical development leadership through multiple oncology approvals (Braftovi/Mektovi; Jakafi; Arimidex); deep translational and regulatory experience .
- Medical degree from McGill; NIH oncology fellowship; extensive biopharma board experience .
Equity Ownership
| Metric | FY 2024 |
|---|---|
| Beneficial ownership (shares) | 71,613 (includes options exercisable within 60 days) |
| Ownership % of shares outstanding | <1% (outstanding shares: 69,183,279 as of 4/18/2025) |
Governance Assessment
- Strengths: Independent status; strong oncology development credentials; R&D Committee leadership indicates domain oversight; board/committee attendance at ≥75% supports engagement; robust anti-hedging policy .
- Compensation alignment: Director equity predominantly via options ($300k grant-date value in 2024), linking pay to long-term shareholder value; cash fees modest relative to equity mix .
- RED FLAG: Related-person consulting arrangement with Merus US ($35k/month, up to 20 hrs), with $13,312 earned in 2024; while permitted and overseen under related-party policies, it can raise perceived conflict-of-interest concerns given concurrent board role—requires vigilant Audit Committee oversight and disclosure .
- Shareholder sentiment: Say‑on‑pay approval >99% in 2024 suggests broad support for compensation governance, though this pertains to NEOs, not directors .
Overall, Sandor brings high-value clinical expertise and R&D governance leadership. The consulting arrangement is the primary governance sensitivity; continued transparent disclosure and clear recusals on matters touching his consulting scope will mitigate investor confidence risks .