Tim McInerney

About Tim McInerney

Tim McInerney (age 64) is an independent non‑executive director of Silence Therapeutics plc, appointed May 5, 2025. He chairs the Remuneration Committee and serves on the Audit & Risk Committee. A pharmacist by training (B.S., St. John’s University; post‑graduate residency at NYU Medical Center), he brings 30+ years across pharma operations and healthcare capital markets, including roles at Bristol‑Myers Squibb, Bear Stearns, Ladenburg Thalmann, Paramount BioCapital, Riverbank Capital, and Castle Hill Capital Partners .

Past Roles

External Roles

Board Governance

• Independence: The Board determined McInerney is independent under Nasdaq rules; the majority of SLN’s Board is independent .
• Committee assignments (effective May 5, 2025): Chair, Remuneration Committee; Member, Audit & Risk Committee .
• Board leadership: Independent Chair (Iain Ross) separates Chair/CEO roles .
• Board and executive sessions: The Board met 11 times in 2024; all directors who served during 2024 attended at least 75% of Board/committee meetings; independent directors held 11 executive sessions in 2024 (McInerney joined in 2025) .

Fixed Compensation

Policy context: Standard non‑executive annual director service retainer is $38,000; Board chair retainer $117,000; committee fees as above; expenses reimbursed; no pension for non‑executive directors .

Performance Compensation

• Equity plan mechanics: Non‑employee awards typically are options (also permits RSUs/SARs), priced at 100% of FMV on grant date; no maximum award; approvals by full Board; vesting monthly over 36 months; accelerated vesting on change‑in‑control as noted .
• Performance metrics: Director equity awards are time‑based, not performance‑conditioned .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical and sector expertise: Pharmacy degree and residency (drug information systems); biotech sell‑side research; equity sales; private equity distribution; pharma commercial operations .
• Capital markets/M&A: Led distribution of PE products; material roles in early financings (e.g., Kite, Cougar); chaired Emisphere special committee for $1.8B sale to Novo Nordisk .
• Governance: Prior audit, compensation, and governance committee service across multiple boards; now chairs SLN’s Remuneration Committee and sits on Audit & Risk .

Equity Ownership

• Insider trading policy: SLN maintains a formal insider trading policy .
• Stock ownership guidelines: SLN does not currently maintain stock ownership guidelines for employees or non‑employee directors, and has no policy expressly limiting hedging or pledging of company stock .
• Indemnification/D&O: Standard deeds of indemnity and D&O insurance maintained; SLN intends to enter its standard deed with McInerney .

Governance Assessment

• Positives

  • Independent director with deep healthcare financing and board experience; appointed to lead Remuneration Committee and oversee pay governance; member of Audit & Risk, reinforcing financial oversight .
  • No related‑party transactions disclosed; 8‑K states no material interest in Item 404(a) transactions .
  • Board structure features independent Chair and regular executive sessions among independent directors; strong 2024 attendance for existing directors .
  • Remuneration Committee uses independent advisor (AON) and oversees clawback policy design and equity plans; committee members are independent under Nasdaq standards .

• Risks and red flags

  • RED FLAG: No stock ownership guidelines for directors and no explicit anti‑hedging/anti‑pledging policy—potential misalignment and risk management concern for investors .
  • Director equity awards are time‑based options without performance conditions; while standard for non‑execs, this reduces pay‑for‑performance linkage at the director level .
  • Cash retainer disclosure for McInerney ($56,000) differs from policy’s standard retainer ($38,000); clarity on whether committee fees are incremental would aid comparability (policy suggests they are) .
  • Workload/overboarding considerations: Significant external engagements historically; however, no specific attendance data for McInerney yet (he joined in 2025) and SLN reports strong 2024 attendance for then‑serving directors .

• Signals to monitor

  • First U.S. domestic issuer say‑on‑pay vote occurred at 2025 AGM; track shareholder support and Remuneration Committee’s response (McInerney as chair) .
  • Form 4 filings for option grants and any subsequent insider transactions to assess ownership build and alignment (initial Form 3 showed zero holdings) .

Director Compensation (Context)

2025 appointment terms for McInerney: $56,000 annual retainer; initial and annual option grants of 48,000 ordinary shares each, vesting monthly over 36 months .

Compensation Structure Notes (Policy)

• Committee fees (policy): Remuneration Chair $10,000; Audit & Risk Member $8,000; Director retainer $38,000; Board Chair $117,000 .
• Non‑executive equity: Options/SARs at FMV; 10‑year term; monthly vesting over 36 months; full vesting upon change in control if in service until immediately prior to closing .

Related‑Party and Conflicts Check

• Related‑party transactions: None disclosed involving McInerney; 8‑K confirms no Item 404(a) transactions at appointment .
• Policy framework: SLN maintains a related person transaction policy overseen by the Audit & Risk Committee .

Insider Filings

Power of Attorney authorizing Section 16 filings executed May 7, 2025 .