Mary Haak-Frendscho
About Mary Haak-Frendscho
Mary Haak‑Frendscho, Ph.D., age 68, is an independent director of Surrozen (SRZN) who has served on the Board since March 2021. She is President & CEO of Spotlight Therapeutics, Inc. (private) and brings deep biopharma R&D and company-building experience; her education includes a B.S. (University of Michigan), M.L.A. (Washington University), M.S. (SUNY‑Stony Brook), C.S.E.P. (Columbia Business School), and Ph.D. (University of Wisconsin) . The Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versant Venture Management, LLC | Venture Partner | Jan 2017 – Jan 2019 | Early-stage company creation support |
| Blueline Bioscience (Versant’s Canada creation vehicle) | Chief Executive Officer | Jan 2016 – Jan 2019 | Newco formation leadership |
| Compugen USA, Inc. | Chair | 2012 – 2016 | Established and chaired U.S. operations |
| Igenica Biotherapeutics, Inc. | Chief Executive Officer | 2012 – 2014 | Led oncology biologics development |
| Takeda San Francisco, Inc. | Founding President & Chief Scientific Officer | 2008 – 2012 | Built biologics R&D site; scientific leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spotlight Therapeutics, Inc. (private) | President & CEO | Jan 2019 – Present | Privately held biotechnology company |
Board Governance
- Committee assignments: Chair, Compensation Committee; not a member of Audit or Nominating & Corporate Governance .
- Independence: Board determined all non-employee directors, including Dr. Haak‑Frendscho, are independent under Nasdaq standards .
- Attendance: In 2024, each director (other than Dr. Kutzkey) attended at least 75% of aggregate Board and committee meetings during their service period .
- Executive sessions: Non-management directors meet regularly; independent directors meet in private session at least twice per year .
- Compensation committee practices: Uses independent consultant (AON) for benchmarking and program design; committee evaluated consultant independence and noted no conflicts in 2024 .
- Interlocks: No compensation committee interlocks or insider participation reported .
- Anti-hedging/pledging: Policy prohibits short sales, options, hedging transactions, margin accounts, and pledges for directors and employees .
- Clawback: Dodd‑Frank compliant recoupment policy tied to restatements .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $35,000 | Policy amount |
| Compensation Committee Chair fee (cash) | $10,000 | Policy amount |
| Total cash earned in 2024 | $45,000 | Reported for Dr. Haak‑Frendscho |
| Meeting fees | None disclosed | Not included in policy; fees are retainers |
| Reimbursement | Reasonable expenses reimbursed | Policy statement |
Performance Compensation
| Equity Award | Grant/Transaction Date | Quantity | Exercise/Grant Price | Vesting/Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual nonstatutory option (director program) | Jun 2024 | 1,333 options | $11.00 | Vests in full on 1-year anniversary of grant | $11,004 (ASC 718) |
| Option grant (annual meeting cycle) | May 14, 2025 (Form 4 filing May 15, 2025) | 1,333 options | $6.50 | Vests 05/14/2026; expires 05/14/2035 | Not stated on Form 4 |
| Option grant (earlier) | Jun 7, 2022 (Form 4 filing Jun 8–9, 2022) | 20,000 options | $2.79 | Fully vests 1 year from grant; expires 06/07/2032 | Not stated on Form 4 |
- Director equity program mechanics: Initial option grant of 2,666 options upon Board appointment; annual grant of 1,333 options at each annual meeting; options priced at fair market value; 10-year term; annual grants vest in a single installment at 1 year; accelerated vesting upon Change of Control for directors in continuous service .
- No performance-based equity (PSUs) or cash metrics are disclosed for directors; equity is service-based .
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Dr. Haak‑Frendscho in SRZN materials . |
- Compensation committee interlocks: None reported .
Expertise & Qualifications
- Scientific and operating leadership across large pharma and venture-backed biotech; founder/CSO (Takeda San Francisco), CEO roles (Igenica, Blueline, Spotlight), venture chair (Compugen USA) .
- Academic credentials across science and business (B.S., M.L.A., M.S., C.S.E.P., Ph.D.) .
- Governance relevance: Chairs SRZN’s Compensation Committee; experience designing comp programs with independent advisor support .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 5,007 (less than 1% of outstanding) |
| Composition detail (within 60 days) | 2,341 shares subject to restricted stock awards; 2,666 shares issuable upon options exercisable within 60 days |
| Anti-hedging/pledging | Prohibited for directors (no hedging, options, margin, or pledges) |
| Ownership guidelines | Stock ownership guidelines referenced in governance topics; no specific director multiple disclosed |
Governance Assessment
- Strengths
- Independent director; Compensation Committee Chair with use of independent consultant (AON) and no interlocks, supporting pay governance rigor .
- Satisfactory attendance (≥75%) with robust Board cadence (10 Board meetings, 4 Compensation Committee meetings in 2024); regular executive sessions enhance independent oversight .
- Conservative director pay structure: modest cash retainers plus time-vested options; anti-hedging/pledging policy and clawback framework bolster alignment and risk controls .
- Potential Watch Items
- Beneficial ownership is modest (5,007 shares), typical for small-cap biotech but offers limited “skin in the game”; however, program provides annual equity grants to build alignment over time .
- Related-party transactions exist at SRZN (e.g., TCG/TCGFB, Nura Bio), but none are attributed to Dr. Haak‑Frendscho; oversight by independent committees and recusals were noted where applicable .
- Net View: Governance profile for Dr. Haak‑Frendscho is solid—independent status, active committee leadership, and clear anti-hedging/clawback policies support investor confidence. No director-specific red flags identified in attendance, conflicts, or compensation design .
Insider Trades (Form 4 Summary)
| Date Filed | Transaction Date | Security | Action | Quantity | Price | Vest/Expire | Source |
|---|---|---|---|---|---|---|---|
| 06/08–09/2022 | 06/07/2022 | Option (right to buy) | A (grant) | 20,000 | $2.79 | Vests 06/07/2023; expires 06/07/2032 | |
| 05/15/2025 | 05/14/2025 | Option (right to buy) | A (grant) | 1,333 | $6.50 | Vests 05/14/2026; expires 05/14/2035 |
Note: 2024 annual director option grant details are disclosed in the proxy (1,333 options at $11.00, vesting on the one-year anniversary of the June 2024 grant) and correspond to standard annual meeting-cycle awards .
References to Key SRZN Disclosures
- Board composition, classes, and biographies; including Dr. Haak‑Frendscho’s profile, age, tenure, and education .
- Independence determination .
- Committee roster; Dr. Haak‑Frendscho as Compensation Committee Chair .
- Meeting counts and attendance .
- Director compensation table and policy; 2024 option grant parameters .
- Beneficial ownership totals and composition .
- Anti-hedging, insider trading, and clawback policies .
- Related-party transactions (no involvement by Dr. Haak‑Frendscho cited) .