Howard Mayer
About Howard Mayer
Howard Mayer, M.D., age 62 as of March 31, 2025, has served as an independent Class I director of PepGen since November 2023, with his term expiring at the 2026 annual meeting. He previously served as EVP, Head of Research & Development at Ipsen (Dec 2019–Sep 2023) and held senior R&D leadership roles at Shire before its acquisition by Takeda; he holds a B.A. from the University of Pennsylvania and an M.D. from Albert Einstein College of Medicine. These credentials underpin deep biopharma R&D expertise and board-level suitability.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ipsen Biopharmaceuticals, Inc. | Executive Vice President, Head of Research & Development | Dec 2019 – Sep 2023 | Led global R&D programs |
| Shire Pharmaceuticals, Inc. | SVP, Chief Medical Officer & Global Head of R&D, Neuroscience Division | Apr 2018 – Nov 2019 | Division leadership prior to Takeda acquisition |
| Shire Pharmaceuticals, Inc. | SVP, Head of Global R&D | Aug 2017 – Jan 2018 | Global R&D oversight |
| Shire Pharmaceuticals, Inc. | SVP, Head of Global Clinical Development | Aug 2013 – Aug 2017 | Clinical development leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Invivyd, Inc. (Nasdaq: IVVD; formerly Adagio Therapeutics, Inc.) | Director | Former | Prior public company directorship |
| Entasis Therapeutics Holdings Inc. (formerly Nasdaq: ETTX) | Director | Former | Company acquired by Innoviva Specialty Therapeutics |
| Genocea Biosciences, Inc. (formerly Nasdaq: GNCA) | Director | Former | Prior public company directorship |
Board Governance
- Classification and tenure: Class I director; director since 2023; term expires at 2026 annual meeting; age 62.
- Independence: Board determined all non-employee directors (including Mayer) are independent under Nasdaq and SEC rules.
- Committee assignments: Compensation Committee member and current Chair (chair transitioned from Laurie Keating through June 30, 2024 to Mayer thereafter). Not a member of the Audit or Nominating & Corporate Governance Committees.
- Attendance: In 2024, each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 annual meeting. In 2023, Mayer missed one Compensation Committee meeting in December due to a pre-existing conflict shortly after joining in November.
- Committee meeting cadence (2024): Audit (4), Compensation (6), Nominating & Corporate Governance (2), Full Board (10).
Fixed Compensation
| Component | Policy Detail | Amount | Period |
|---|---|---|---|
| Board Annual Cash Retainer | Non-employee director retainer (increased June 20, 2024) | $40,000 | 2024 policy |
| Compensation Committee Chair Retainer | Additional annual retainer | $10,000 | 2024 policy |
| Compensation Committee Member Retainer | Additional annual retainer | $5,000 | 2024 policy |
| Audit Committee Chair Retainer | Additional annual retainer | $15,000 | 2024 policy |
| Audit Committee Member Retainer | Additional annual retainer | $7,500 | 2024 policy |
| Nominating & Corporate Governance Chair | Additional annual retainer | $8,000 | 2024 policy |
| Nominating & Corporate Governance Member | Additional annual retainer | $4,000 | 2024 policy |
| Director | Fees Earned or Paid in Cash ($) | Period |
|---|---|---|
| Howard Mayer, M.D. | $42,500 | FY2024 |
- Maximum annual director compensation caps: $1,000,000 in first year of service; $750,000 thereafter (cash + equity at grant-date fair value).
Performance Compensation
| Component | Structure | Key Terms | Period/Amount |
|---|---|---|---|
| Annual Award (Options) | Annual stock option grant to continuing directors | Increased from 12,000 to 13,000 shares effective June 20, 2024; vests fully by first anniversary or next annual meeting; 10-year term; exercise price at fair market value on grant date | Shares: 13,000; Vesting: 1 year; Term: 10 years |
| Initial Award (Options) | One-time option at board election | Size = 2× Annual Award in effect at election; vesting 33% at 1-year anniversary, remainder monthly over next 2 years (post Apr 28, 2023); 10-year term; exercise price at fair market value | Size: 2× annual shares; Vesting: 3-year schedule |
| Sale Event Acceleration | Change-in-control | All outstanding Initial and Annual Awards become fully vested and exercisable upon a Sale Event (as defined in the 2022 Plan) | Full acceleration on Sale Event |
| Actual Option Award (FY2024) | Grant-date fair value | $103,595 (pro-rated due to Nov 2023 appointment) | FY2024 |
| Options Outstanding (12/31/2024) | Unexercised options | 31,353 options held | As of 12/31/2024 |
- Consultant oversight: Pay Governance, LLC served as independent compensation consultant; PepGen paid $212,670 for services in 2024.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Significant shareholder context | RA Capital entities beneficially own ~32.7% of shares as of March 31, 2025; a representative (Resnick) serves on the board (Nominating & Corporate Governance Chair), but Mayer has no disclosed affiliation with RA Capital. |
| Prior external boards (Mayer) | Invivyd (IVVD), Entasis (ETTX, acquired), Genocea (GNCA) – all prior roles, no current interlocks disclosed with PepGen competitors/suppliers/customers. |
Expertise & Qualifications
- Education: B.A., University of Pennsylvania; M.D., Albert Einstein College of Medicine.
- Technical/industry expertise: Extensive leadership in global clinical development and R&D at major biopharma companies (Ipsen, Shire), aligning with PepGen’s drug development profile.
- Board qualification: Independent director with R&D depth; contributes to Compensation Committee leadership and CEO/executive pay oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| Howard Mayer, M.D. | 11,343 | <1% | March 31, 2025 |
| Instrument | Quantity | As-of Date |
|---|---|---|
| Stock Options (unexercised) | 31,353 | December 31, 2024 |
- Beneficial ownership includes shares and rights exercisable within 60 days; PepGen’s basis was 32,720,943 shares outstanding as of March 31, 2025. No pledging or hedging disclosures specific to Mayer were noted.
Governance Assessment
- Board effectiveness: Mayer serves as Compensation Committee Chair, overseeing CEO goals, executive and director pay, equity grants, and shareholder engagement on compensation—key for aligning pay with performance and risk management. Committee met six times in 2024, indicating active oversight.
- Independence and attendance: Independent under Nasdaq/SEC rules; attended ≥75% of meetings in 2024; one missed committee meeting in Dec 2023 due to pre-existing conflict shortly after joining.
- Compensation alignment: Director pay mix favors equity options with vesting and market-priced strikes; policy increased annual board cash retainer from $35,000 to $40,000 and annual option shares from 12,000 to 13,000 in 2024. Mayer’s FY2024 option award was lower than peers due to pro-rating (signal of policy discipline).
- Change-in-control terms: Full acceleration of director options upon a Sale Event is standard but reduces retention-based risk post-transaction; monitor for potential misalignment in takeover scenarios.
- Consultant independence: Use of Pay Governance as external advisor and formal independence criteria for committee members reduce interlock/conflict risk in pay-setting.
- RED FLAGS: None evident for related-party transactions involving Mayer; one attendance shortfall in 2023 noted and contextualized; sale-event acceleration is typical but warrants investor awareness.