Francis Cuss
About Francis Cuss
Francis Cuss, M.B., B.Chir., FRCP, age 70, has served on Mural Oncology plc’s board since November 2023; he is a retired biopharma R&D executive and former EVP/Chief Scientific Officer at Bristol Myers Squibb (2013–2017), with earlier service as SVP/Head of Research (2010–2013) . He holds a B.A. and M.A. in Natural Sciences and an M.B., B.Chir. in Medicine from Cambridge University, and the board cites his broad experience in pharmaceutical research, clinical development, and executive management as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb | EVP, Chief Scientific Officer; Head of R&D | Jul 2013–Mar 2017 | Led global R&D; executive leadership in drug development |
| Bristol Myers Squibb | SVP, Head of Research | Apr 2010–Jun 2013 | Led research organization |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Novo Holdings A/S | Director | Private investment holding company | Since Sep 2017 | Life sciences investment oversight |
| Editas Medicine | Advisor | Public | Since May 2024 | Scientific advisory engagement |
| Seres Therapeutics | Advisor | Public | Sep 2022–May 2023 | Advisory role |
| Biogen | Advisor | Public | Nov 2017–Dec 2019 | Advisory role |
| Rubius Therapeutics | Director | Public | Jan 2018–Jan 2023 | Board service |
| Glympse | Director | Private | Jul 2019–Apr 2023 | Board service |
Board Governance
- Independence: The board determined in Feb 2025 that all directors except the CEO (Caroline Loew) are independent under Nasdaq and SEC rules; thus, Dr. Cuss is independent .
- Board leadership: Chair and CEO roles are separated (Scott Jackson as Chair; Caroline Loew as CEO), supporting independent oversight .
- Committees (current):
- Audit Committee: Member (Chair: Sachiyo Minegishi); committee met 4 times in 2024 .
- Compensation Committee: Chair (members: George Golumbeski and Benjamin Hickey); committee met 4 times in 2024 .
- Nominating & Corporate Governance: Not listed as a member (members: Golumbeski, Hickey (Chair), Minegishi) .
- Attendance: The board met six times in 2024; each director attended at least 75% of board and applicable committee meetings. All then‑serving directors attended the 2024 AGM .
- Related-party oversight: Audit Committee reviews related person transactions for conflicts; Ms. Minegishi is designated the audit committee financial expert .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $59,500 | Reflects director retainer plus committee member and chair fees . Under the program, directors receive: Board member $40,000; Audit committee member $7,500; Compensation committee member $6,000; Compensation committee chair additional $6,000; fees paid quarterly and prorated as needed . |
Mapping to program: Board member ($40,000) + Audit member ($7,500) + Compensation member ($6,000) + Compensation Chair additional ($6,000) = $59,500, consistent with reported 2024 cash fees .
Performance Compensation
| Equity Element | 2024 Fair Value | Grant Size and Vesting | Terms |
|---|---|---|---|
| Stock Options (annual director grant) | $13,642 | In 2024, non‑employee directors including Dr. Cuss received an option to purchase 8,462 shares; vests in full on earlier of first anniversary or next AGM, subject to service . | Options priced at fair market value, 10‑year term; annual grant size equals 0.05% of outstanding shares at grant date per program . |
- Initial director grants upon first joining equal 0.09% of shares outstanding at grant, vest quarterly over 3 years; annual continuing director grants equal 0.05% of shares outstanding and vest by next AGM or first anniversary, per program .
- No performance metrics are attached to director equity; grants are time‑based options only .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Note |
|---|---|---|---|
| Novo Holdings A/S | Director | Not disclosed | Investment holding company; no Mural‑specific related transaction disclosed . |
| Editas Medicine | Advisor | N/A | Advisory engagement; no Mural related‑party transaction disclosed . |
| Rubius Therapeutics (prior) | Director | Not disclosed | Prior public board; ended Jan 2023 . |
| Biogen (prior) | Advisor | N/A | Advisory role; ended 2019 . |
| Seres Therapeutics (prior) | Advisor | N/A | Advisory role; ended May 2023 . |
| Glympse (prior) | Director | N/A | Ended Apr 2023 . |
- Disclosure of director elections in 2023 noted that the new directors (including Dr. Cuss) had no Item 404(a) related‑party transactions with Mural at appointment .
Expertise & Qualifications
- Deep R&D leadership in oncology and large‑cap pharma (former BMS EVP/CSO; Head of Research) .
- Academic credentials from Cambridge (B.A./M.A. Natural Sciences; M.B., B.Chir. Medicine) .
- Board and advisory experience across biotech and life science investing (Novo Holdings, Editas, Rubius, Biogen, Seres, Glympse) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Apr 4, 2025) | 15,973 shares | Comprises options exercisable within 60 days; less than 1% of shares outstanding . |
| Outstanding Options (as of Dec 31, 2024) | 23,483 shares subject to options | Aggregate outstanding option awards held at 2024 year‑end . |
- Insider Trading/Anti‑Hedging: Policy prohibits short sales and buying/selling derivative securities designed to hedge company stock by directors and related persons .
- Pledging: The cited policy language addresses hedging but does not expressly reference pledging in the proxy sections reviewed .
Governance Assessment
- Committee leadership and alignment: As Compensation Committee Chair and Audit Committee member, Dr. Cuss is positioned to influence pay design and financial oversight; the board affirms independence, and committee compositions meet Nasdaq/SEC requirements .
- Engagement and attendance: Board met six times in 2024 with each director at ≥75% attendance; full director attendance at the 2024 AGM signals engagement .
- Director pay structure: Cash plus time‑vested options, with transparent fee schedule and equity vesting aligned to annual cycles; director grants are sized as a percentage of outstanding shares (limits over time), options at FMV, 10‑year term .
- Conflicts/related‑party exposure: No Item 404(a) transactions disclosed for Dr. Cuss at appointment; Audit Committee retains responsibility for related‑party review .
- Risk controls: Anti‑hedging policy in place; clawback policy applies to Section 16 executive officers (not directors), administered by the Compensation Committee .
Director Compensation (Summary Table – 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 59,500 | Board member, Audit member, Compensation member + Chair additional |
| Option Awards (Grant Date Fair Value) | 13,642 | Annual director option grant; time‑based vesting |
| Total | 73,142 | Sum of cash and option grant fair value |
Board Governance (Committee Assignments)
| Committee | Role | 2024 Activity |
|---|---|---|
| Compensation | Chair | 4 meetings in 2024 |
| Audit | Member | 4 meetings in 2024 |
| Nominating & Corporate Governance | Not a member | Committee members: Golumbeski, Hickey (Chair), Minegishi |
Risk Indicators & Red Flags
- Related‑party transactions involving Dr. Cuss: None disclosed at appointment; ongoing oversight by Audit Committee .
- Attendance: At least 75% of meetings (meets threshold; not flagged) .
- Hedging/Pledging: Hedging prohibited; pledging not expressly addressed in the proxy sections reviewed (monitor for future disclosure) .
- Pay practices: No repricing or modification of director equity awards disclosed; director equity is time‑based (no performance metric dilution risk) .
No specific RED FLAGS identified for Dr. Cuss based on current disclosures; independence, committee leadership, and attendance meet governance norms .
Notes on Policies Relevant to Alignment
- Non‑employee director compensation program: Quarterly cash retainers; annual and initial option grants sized to outstanding shares; options at FMV; 10‑year term; vesting aligned to service .
- Anti‑hedging: Prohibits short sales and derivatives for directors and related persons .
- Clawback: Applies to incentive compensation of current/former Section 16 executive officers upon an accounting restatement (administered by Compensation Committee) .
Source Index
- 2025 DEF 14A (Apr 28, 2025): Biographical, committee, independence, attendance, director compensation, anti‑hedging, clawback, ownership .
- 2023 8‑K (Oct 31, 2023): Director appointments; committee composition at spin; no Item 404(a) transactions for new directors (incl. Cuss) .