Maxine Gowen
About Maxine Gowen
Maxine Gowen, Ph.D. (age 67) is Chair of Passage Bio’s board and an independent Class II director, serving on the board since February 2021 and as Chair since September 2021 . She holds a B.Sc. in biochemistry (University of Bristol), a Ph.D. in cell biology (University of Sheffield), and an MBA from Wharton, with prior leadership at GlaxoSmithKline across 15 years and founding CEO tenure at Trevena, Inc. . PASG separates the CEO and Chair roles (CEO: William Chou, M.D.; Chair: Gowen) to strengthen oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trevena, Inc. | Founding President & CEO; Director | CEO: 2007–Oct 2018; Director: 2008–2021 | Led company formation and development programs |
| Tamuro Bio | Chief Executive Officer | Jul 2019–Dec 2021 | Executive leadership during transition period |
| GlaxoSmithKline | Various leadership roles | ~15 years | Drug discovery, corporate strategy, operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merus N.V. | Director | Current | Public biotechnology company |
| Aclaris Therapeutics, Inc. | Director | Current | Public biotechnology company |
| Akebia Therapeutics, Inc. | Director | 2014–2021 | Public biotech; prior service concluded |
| Idera Pharmaceuticals | Director | 2016–2022 | Public biotech; prior service concluded |
| BIO (Biotechnology Innovation Organization) | Director; Executive Committee | 2008–2018 | Industry association leadership |
| Life Sciences Pennsylvania | Director; Executive Committee | 2016–2021 | Industry association leadership |
Board Governance
- Current committee assignments: Chair, Nominating & Governance Committee; Member, Compensation Committee; not on Audit .
- Independence: Board determined Gowen is independent under Nasdaq/SEC rules; seven of eight directors are independent .
- Board leadership and oversight: CEO and Chair roles separated; Chair (Gowen) leads independent oversight; Audit Committee oversees cybersecurity risk .
- Attendance and engagement: In 2024, board met 5 times; each committee met 5 times; all directors except one attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging: Insider Trading Policy prohibits hedging transactions for employees, officers, and directors .
- Compensation Committee practices: Uses independent consultant (Pearl Meyer); Committee met with consultant in executive session; no conflicts of interest identified .
Fixed Compensation
| Component | 2024 Amount | 2025 Program |
|---|---|---|
| Base annual cash retainer (Director) | $40,000 | $40,000 |
| Board Chair additional cash | $30,000 | $30,000 |
| Nominating & Governance Chair fee | $8,000 | $8,000 |
| Compensation Committee member fee | $5,000 | $5,500 |
| Total cash earned (Gowen, 2024 actual) | $83,000 | N/A |
| Perquisites/benefits | None for directors (reasonable travel reimbursement only) | None (travel reimbursement only) |
- Director compensation policy limits average non-employee director pay to ≤62.5th percentile of the Director Compensation Peer Group; additional cap if market cap < $100M .
- 2025 peer group constructed by Pearl Meyer (20 biotech companies; specified market cap/FTE/expense criteria) .
Performance Compensation
| Equity Instrument | Grant Value | Grant Date | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual stock option (continuing directors) | $45,000 (2024) | May 21, 2024 (2024 annual meeting) | Vests in full on first anniversary of grant | Director equity vests in full upon change in control or certain other events |
| Annual stock option (continuing directors) | $55,000 (2025) | Date of 2025 annual meeting (May 28, 2025) | Vests in full on first anniversary of grant | Director equity vests in full upon change in control or certain other events |
- New director initial option grants: $90,000 value (2024) vest monthly over 3 years; increased to $110,000 (2025) vest monthly over 3 years .
- Equity awards calculated by value under FASB ASC 718 and granted by value, not fixed share counts .
Other Directorships & Interlocks
| Company | Relationship to PASG | Potential Interlock/Conflict Notes |
|---|---|---|
| Merus N.V.; Aclaris Therapeutics | External board seats | No related-party transactions disclosed by PASG; Audit Committee reviews any related-person transactions |
Expertise & Qualifications
- Drug discovery, strategy, and operations leadership; prior GSK leadership across 15 years .
- Company-building and CEO experience (Trevena founder CEO; Tamuro Bio CEO) .
- Academic credentials: B.Sc. (Bristol), Ph.D. (Sheffield), MBA (Wharton) .
- Industry governance experience via BIO and Life Sciences Pennsylvania boards/executive committees .
Equity Ownership
| Metric (as of cited date) | Value |
|---|---|
| Beneficial ownership (shares/% of outstanding, Mar 19, 2025) | 126,378 shares; less than 1% |
| Options exercisable within 60 days (Mar 19, 2025) | 126,378 |
| Total option awards outstanding (Dec 31, 2024) | 174,071 |
- Anti-hedging policy applies to directors; no pledging disclosures noted; no related-party transactions reported for directors .
- Note: On July 14, 2025 PASG effected a 1-for-20 reverse split; pre-split share counts above would be adjusted proportionally post-split, while percentage ownership impact is minimal (subject to rounding) .
Governance Assessment
- Board effectiveness: Gowen’s independence, chair role, and committee leadership (Nominating & Governance Chair; Compensation member) support robust oversight; CEO/Chair separation aligns with best practices .
- Engagement: 2024 attendance met ≥75% threshold (except one director not Gowen); all directors at 2024 annual meeting—positive engagement signal .
- Compensation alignment: Director pay mix skews to modest cash plus annual options ($83k cash; $45k options in 2024), with peer group-based caps and no perquisites—supports alignment without excess .
- Controls and conflicts: No related-party transactions; formal policy requires Audit Committee pre-approval and independent review; compensation consultant independence affirmed—low conflict risk .
- Policies: Anti-hedging policy covers directors; company has a clawback policy for executive and Section 16 officers (not typically directors), reflecting governance rigor .
- RED FLAGS: None disclosed for Gowen (no related-party transactions; attendance threshold met; pay within peer group limits). Macro context: reverse split implemented in 2025 to regain Nasdaq compliance—board-level action; not director-specific, but relevant to overall investor confidence .