Mark McKenna
About Mark C. McKenna
Mark C. McKenna (age 45) has served on NewAmsterdam Pharma’s Board since July 2024 and is currently the Board’s Vice Chair. He is the founder, Chairman, and CEO of Mirador Therapeutics; Chairman of Apogee Therapeutics (Nasdaq: APGE); and a director at Spyre Therapeutics (Nasdaq: SYRE). He was previously President/CEO/Chairman of Prometheus Biosciences (acquired by Merck in June 2023) and held senior roles at Bausch Health, including President of Salix and SVP/GM of Bausch + Lomb U.S. Vision Care; he holds a B.S. (Arizona State) and an M.B.A. (Azusa Pacific). He is nominated for appointment as a non‑executive director with a proposed term through the 2028 AGM.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prometheus Biosciences, Inc. | President, CEO & Chairman; led company to sale to Merck (June 2023) | – | Led value creation culminating in acquisition by Merck |
| Bausch Health / Salix Pharmaceuticals | Corporate officer; President of Salix | – | Commercial and P&L leadership |
| Bausch + Lomb | SVP & GM, U.S. Vision Care | – | Ran U.S. vision care business |
External Roles
| Organization | Ticker | Role | Notes |
|---|---|---|---|
| Mirador Therapeutics | – | Founder, Chairman & CEO | Operating executive role |
| Apogee Therapeutics, Inc. | APGE | Chairman | Public company chair |
| Spyre Therapeutics, Inc. | SYRE | Director | Public company director |
| ARCH Venture Partners | – | Venture Partner | Investment role |
| Fairmount Funds | – | Senior Advisor | Advisory role |
Board Governance
- Role: Vice Chair of the Board (supports the Chair in ensuring Board–management engagement, information flow, and process effectiveness).
- Independence: The Board determined all directors other than Davidson, Kastelein, and Topper are independent under Nasdaq rules (McKenna is independent).
- Committee assignments (2024): Audit Committee (member); Compensation Committee (member).
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board or committee meetings.
- Term/tenure: Joined July 2024 as a temporary non‑executive director; proposed appointment through the 2028 AGM.
- Governance documentation and charters are posted on the company’s governance site.
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $43,000 | Standard for non‑employee directors (policy level) |
| Committee fees (policy) | $5,000–$20,000 | For service/chair roles on Audit/Comp committees (policy level) |
| Fees earned in cash (actual, 2024) | $26,250 | Partial year due to July 16, 2024 start |
Performance Compensation (Director Equity)
| Grant/Status | Details |
|---|---|
| 2024 Director equity (grant-date fair value) | $661,252 in option awards (aggregate fair value) |
| Options outstanding at 12/31/2024 | 72,500 options (director total) |
| Initial director option grant | 72,500 options on 2024‑07‑17 at $18.81 strike (Form 4) |
Note: The proxy discloses option awards for non‑employee directors; performance‑conditioned equity metrics are not disclosed for directors (director equity is option‑based, consistent with policy).
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Apogee Therapeutics (APGE) | Chairman | Public biotech chair role disclosed; no related‑party transaction disclosed with NAMS |
| Spyre Therapeutics (SYRE) | Director | Public biotech director role; no related‑party transaction disclosed with NAMS |
| Mirador Therapeutics | Founder/Chairman/CEO | Operating role; company did not disclose related‑party transactions with Mirador |
Expertise & Qualifications
- Public company leadership in life sciences (CEO/Chairman track record), large‑cap/commercial operating experience (Bausch/Salix), and company‑building/M&A (Merck–Prometheus).
- Board cites his executive experience and industry background as key qualifications.
Equity Ownership
| Measure | As of/Detail | Value/Amount |
|---|---|---|
| Beneficial ownership of NAMS ordinary shares | April 15, 2025 | No beneficial ownership reported for Mark McKenna; <1% overall |
| Director options outstanding | 12/31/2024 | 72,500 options |
| Anti‑hedging/pledging policy | Policy | Hedging and pledging prohibited for officers and non‑employee directors |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Security | Quantity | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2024‑07‑17 | Award | Options (right to buy) | 72,500 | $18.81 | 72,500 | |
| 2025‑01‑06 | Award | Options (right to buy) | 32,500 | $25.85 | 32,500 | |
| 2025‑01‑07 | Award | Ordinary Shares | 6,960 | $0.00 | 6,960 | |
| 2024‑07‑16 | Initial filing | Form 3 | – | – | – |
Governance Assessment
- Independence and roles: Independent non‑executive; Vice Chair; member of Audit and Compensation Committees—central to oversight of financial reporting, pay, and strategic alignment. This supports board effectiveness and investor confidence.
- Engagement: No attendance shortfalls in 2024; joined mid‑year and took committee roles promptly, signaling active engagement.
- Compensation mix and alignment: 2024 director pay was heavily equity‑weighted (cash $26,250 vs options $661,252), enhancing alignment with shareholders; standard cash retainer/committee fee policy in place.
- Ownership/skin‑in‑the‑game: Company reported no beneficial ownership for McKenna as of 4/15/2025; however, option grants and 2025 share awards indicate growing alignment over time (monitor vesting/holdings).
- Conflicts/related‑party: Proxy outlines related‑party review policy; no related‑party transactions disclosed involving McKenna. Compensation Committee interlocks: none disclosed.
- Risk controls: Anti‑hedging/pledging for officers and non‑employee directors; executive clawback policy compliant with SEC/Nasdaq rules (directors not primary target but overall culture is conservative).
Red Flags to Monitor
- Overboarding/time demands: McKenna holds multiple external leadership roles (operating CEO plus two public company boards). While no attendance issues were disclosed, continued monitoring for potential overboarding risk is prudent.
- Equity award structure: Director compensation relies substantially on options; investors may wish to monitor any changes in equity grant cadence/size year‑over‑year.
Sources: 2025 DEF 14A (May 8, 2025) for governance, compensation, independence, attendance, and ownership; SEC Form 4/3 filings for insider transactions. ; Form 4/3 URLs above.