Mette Kirstine Agger
About Mette Kirstine Agger
Independent director of scPharmaceuticals (SCPH) since March 2014; age 60; background spans venture capital and biotech operating roles. Former Managing Partner and founder of Lundbeckfonden Ventures (2009–2022); co-founded 7TM Pharma A/S and served as CEO (2000–2009), and earlier served on the management team at NeuroSearch A/S; began career as a patent agent. Education: M.Sc. in Biology, University of Copenhagen; MBA, Henley Business School, University of Reading . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lundbeckfonden Ventures | Managing Partner; founder | 2009–2022 | Led life sciences investing; industry and IP expertise cited in SCPH board bio |
| 7TM Pharma A/S | Co‑founder; CEO | 2000–2009 | Built therapeutic discovery firm |
| NeuroSearch A/S | Management team | Prior to 2000 | Drug R&D management experience |
| Private practice | Patent agent | Early career | IP foundation |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Lexeo Therapeutics | Director | Since 2020 | Public (gene therapy) |
| Veloxis A/S | Director | 2010–Jan 2020 | Public |
| Imara Therapeutics, Inc. | Director | 2015–Jun 2021 | Public |
| Trevi Therapeutics, Inc. | Director | Jul 2017–Jun 2019 | Public |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member. Compensation Committee chaired by Jack A. Khattar (3 meetings in 2024). Nominating & Corporate Governance Committee chaired by Klaus Veitinger (1 meeting in 2024). Audit Committee membership: not a member (Audit chaired by Frederick Hudson; 5 meetings in 2024) .
- Independence: Board determined all directors other than CEO are independent; committee members meet SEC/Nasdaq independence criteria .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors in office attended the 2024 Annual Meeting .
- 2025 Election results (Class II): Agger received 23,083,224 FOR; 5,161,447 WITHHELD; 6,911,852 broker non‑votes. Comparative signals: higher WITHHELD vs Abraham (4,580,804) and substantially higher than Baylor‑Henry (249,462), indicating some shareholder dissent specific to Agger .
- Say‑on‑Pay (2025): FOR 27,995,161; AGAINST 238,938; ABSTAIN 10,572; broker non‑votes 6,911,852 (strong approval) .
- Board leadership: Chairman separate from CEO; Board favors separation for oversight effectiveness (non‑executive chair) .
Fixed Compensation
Director cash compensation and policy framework:
| Component | 2024 Amount ($) | 2025 Amount ($) |
|---|---|---|
| Non‑Executive Chairman annual retainer | 75,000 | 90,000 |
| Other Non‑Employee Director annual retainer | 40,000 | 50,000 |
| Audit Committee Chair | 20,000 | 20,000 |
| Audit Committee Member | 10,000 | 10,000 |
| Compensation Committee Chair | 15,000 | 15,000 |
| Compensation Committee Member | 7,500 | 7,500 |
| Nominating & Governance Chair | 10,000 | 10,000 |
| Nominating & Governance Member | 5,000 | 5,000 |
Agger’s 2024 cash fees: $52,500 (40,000 Board retainer + 7,500 Compensation Committee + 5,000 Nominating & Governance) .
Performance Compensation
Equity awards and vesting for non‑employee directors:
- Policy grants: Initial election grant 60,000 options (2025 policy increase; 33% vest at first anniversary; remainder monthly over next 2 years). Annual re‑election grant 30,000 options (2025 policy increase; vests in full by earlier of first anniversary or next Annual Meeting). Strike at fair market value on grant date .
- 2024 grant‑date fair value of option awards to Agger: $54,957 .
- Options outstanding (as of Dec 31, 2024): 37,050 shares underlying options for Agger .
- Hedging/pledging: Company policy prohibits short sales and, without prior approval, derivative hedging and pledging/margin borrowing in Company stock for directors; borrowing against shares is prohibited; prior approval required for pledges (reduces misalignment risk) .
- Compensation recovery (clawback): Compensation Committee administers compliance with SEC/Nasdaq‑required recovery policy; details not disclosed in proxy .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Notes |
|---|---|---|
| Lundbeckfond Invest A/S | 5%+ SCPH stockholder (5.70%, 2,863,987 shares as of Apr 7, 2025) | Agger previously led Lundbeckfonden Ventures (2009–2022). No related‑party transactions disclosed; prior association may be a network tie but no current conflict reported . |
| OrbiMed Advisors LLC | 5%+ SCPH stockholder (12.05%, 6,059,528 shares) | Separate from Agger; committee chair of Nominating & Governance is OrbiMed’s Veitinger; Audit Committee reviews related‑party transactions . |
Expertise & Qualifications
- Domain expertise: Biopharma operating CEO, venture investing, and IP (patent) background; valued for industry experience, IP knowledge, and board service across biopharma/medtech .
- Education: M.Sc. Biology; MBA .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Mette Kirstine Agger | 37,050 | <1% | Options exercisable within 60 days counted toward beneficial ownership; no common shares listed for Agger; pledged/hedged shares not disclosed; pledging/hedging generally prohibited . |
Governance Assessment
- Strengths: Long‑tenured independent director with deep biotech/IP and venture experience; active roles on Compensation and Nominating Committees; Board and committee independence affirmed; robust anti‑hedging/pledging policy; Audit Committee oversight of related‑party transactions; strong 2025 Say‑on‑Pay support (≈99% of votes cast excluding broker non‑votes) .
- Alignment: Director equity grants provide ownership exposure; Agger’s beneficial ownership is limited to options exercisable within 60 days (no disclosed common shares), potentially reducing direct “skin‑in‑the‑game” vs directors with meaningful share holdings .
- Signals/Red flags: Elevated withhold votes on Agger vs peers in 2025 election (5.16M withheld vs 0.25M for Baylor‑Henry) suggest specific shareholder reservations; merits engagement to understand concerns (e.g., perceived interlocks or board refreshment) . No related‑party transactions over $120,000 disclosed; policies in place for approval of any such transactions .
- Effectiveness: Board met 4 times in 2024; committee activity aligned with mandates; each director met minimum 75% attendance threshold; leadership structure separates chair and CEO for oversight .
- Compensation governance: Compensation Committee interlocks—none reported; independent consultant (Pearl Meyer) engaged for executive compensation; clawback administration noted (policy details not disclosed) .
Director Compensation (Detail)
| Name | 2024 Fees Earned or Paid in Cash ($) | 2024 Option Awards ($, grant‑date FV) | Total ($) |
|---|---|---|---|
| Mette Kirstine Agger | 52,500 | 54,957 | 189,547 |
Note: Grant‑date fair values are calculated under ASC 718; totals as presented in the proxy; vesting and grant sizing per policy above .
Related‑Party & Conflict Controls
- Review/approval: Audit Committee reviews and approves related‑party transactions >$120,000; none reported beyond typical compensation arrangements since Jan 1, 2023 .
- Insider trading policy: Prohibits short sales, derivative hedging without prior approval, and pledging/margin borrowing; enhances alignment and mitigates reputational/trading risk .
Voting Outcomes (2025)
| Proposal | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election – M. K. Agger | 23,083,224 | 5,161,447 | — | 6,911,852 |
| Election – W. T. Abraham, M.D. | 23,663,867 | 4,580,804 | — | 6,911,852 |
| Election – M. Baylor‑Henry | 27,995,209 | 249,462 | — | 6,911,852 |
| Ratify RSM US LLP (2025 auditor) | 35,050,989 | 89,548 | 15,986 | 0 |
| Say‑on‑Pay (NEOs) | 27,995,161 | 238,938 | 10,572 | 6,911,852 |
Notes on Committees and Charters
- Compensation Committee responsibilities include director pay, equity plans, succession planning, and clawback compliance; independent under Nasdaq; met 3 times in 2024 .
- Nominating & Governance oversees board composition, ESG oversight, codes/policies, and board/management evaluations; independent; met once in 2024 .
- Audit Committee oversees financial reporting, controls, cyber risk management, related‑party transactions, and earnings releases; independent; met 5 times in 2024 .
Summary Implications for Investors
- Governance quality appears strong on formal independence, policies, and committee structure; however, Agger’s higher 2025 withhold rate is a signal worth monitoring for board refreshment, investor concerns over interlocks, or perceived alignment. Ownership alignment for Agger is primarily option‑based with minimal disclosed common stock, which may be viewed as a relative alignment shortfall versus directors with significant share holdings .