Wendy Yarno
About Wendy Yarno
Wendy Yarno, MBA, age 70, has served on Tarsus Pharmaceuticals’ Board since November 2020 and as Lead Independent Director since December 2022. She spent 26 years at Merck & Co., culminating as Chief Marketing Officer; prior roles included General Manager for the U.S. Cardiovascular & Metabolic business and SVP, Human Resources; post‑Merck she served part‑time as CMO of HemoShear Therapeutics. She holds a B.S. in Business Administration (Portland State University) and an MBA (Temple University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Chief Marketing Officer; previously GM CV&M U.S.; SVP HR | 26 years; retired Sep 2008 | Led global commercialization across 20+ therapeutic areas |
| HemoShear Therapeutics, LLC | Chief Marketing Officer (part-time) | Post-2008 (dates not specified) | Commercial strategy for drug discovery platforms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDEAYA Biosciences, Inc. | Director | Since Dec 2019 | Interlock: Scott Morrison also serves on IDEAYA’s board and chairs its audit committee |
| Inovio Pharmaceuticals, Inc. | Director | Since Dec 2017 | — |
| Iovance Biotherapeutics, Inc. | Director | Since May 2023 | — |
| Global Blood Therapeutics, Inc. | Director (prior) | Nov 2017–Oct 2022 | Interlock: Morrison served 2016–2022; GBT acquired by Pfizer |
| MyoKardia, Inc. | Director (prior) | Mar 2017–Nov 2020 | — |
| St. Jude Medical, Inc.; Medivation, Inc.; Aratana Therapeutics, Inc.; Alder BioPharmaceuticals, Inc.; Durata Therapeutics, Inc. | Director (prior) | Not specified | Prior public board experience |
Board Governance
- Independence: Board affirmatively determined Yarno is independent under Nasdaq standards; independent directors meet in executive sessions .
- Lead Independent Director: Responsibilities include facilitating communication, setting board agendas with the Chair/CEO, presiding over executive sessions .
- Committee assignments:
- As of Dec 31, 2024: Audit Member; Compensation Chair; Commercial Member .
- As of Apr 15, 2025: Compensation Chair; Commercial Chair; no longer on Audit .
- Attendance: Board met 4 times during 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $147,500 |
| Cash Retainers (2024 policy) | Annual Amount (USD) |
|---|---|
| Board member | $40,000 |
| Lead Independent Director | $75,000 |
| Committee Chair – Compensation | $15,000 |
| Committee Chair – Commercial | $15,000 |
| Committee Chair – Audit | $20,000 |
| Committee Chair – Nominating/Governance | $10,000 |
| Committee Chair – Science & Technology | $14,000 |
| Committee Member – Audit | $10,000 |
| Committee Member – Compensation | $7,500 |
| Committee Member – Commercial | $7,500 |
| Committee Member – Nominating/Governance | $5,000 |
| Committee Member – Science & Technology | $6,500 |
- 2025 change: Board member cash retainer increased to $50,000 effective 2025 Annual Meeting .
Performance Compensation
| Component (2024) | Grant Date Fair Value (USD) | Notes |
|---|---|---|
| Stock Awards | $109,679 | Annual RSU grant; 3,350 RSUs held as of Dec 31, 2024 |
| Option Awards | $110,675 | Annual option grant; 5,000 options held as of Dec 31, 2024 |
| Director Equity Award Structure | Grant Size | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial Award (pre‑Mar 2025) | 10,000 options + 6,700 RSUs | Options and RSUs vest in 3 equal annual installments | Full vesting upon change of control (per 2020 Plan) |
| Annual Award (pre‑Mar 2025) | 5,000 options + 3,350 RSUs (prorated for new directors) | Both vest in full at 1-year anniversary | Full vesting upon change of control |
| Initial Award (post‑Mar 2025) | Target grant value $540,000 (50% options/50% RSUs; grant‑to‑value) | Per plan; RSU count based on 40‑day avg price; options sized via Black‑Scholes discount % | Full vesting upon change of control |
| Annual Award (post‑Mar 2025) | Target grant value $270,000 (50% options/50% RSUs; grant‑to‑value) | Per plan; same sizing method as above | Full vesting upon change of control |
- Performance metrics: No performance‑conditioned director awards disclosed; director equity vesting is time‑based; clawback policy applies to executive incentive compensation, not director grants .
Other Directorships & Interlocks
| Counterparty | Interlock Type | Detail |
|---|---|---|
| IDEAYA Biosciences, Inc. | Current interlock | Yarno and Scott Morrison both serve as directors; Morrison chairs IDEAYA’s audit committee |
| Global Blood Therapeutics, Inc. | Historical interlock | Yarno (2017–2022) and Morrison (2016–2022) both served prior to acquisition by Pfizer |
Expertise & Qualifications
- Deep commercialization leadership in pharma across 20+ therapeutic areas and senior HR experience; board service across multiple biotech and med‑tech companies .
- As Lead Independent Director and Compensation Committee Chair, brings governance oversight and pay‑for‑performance alignment; Compensation Committee retains independent advisor Pay Governance; committee deems advisor independent with no conflicts .
Equity Ownership
| Holder | Shares Held Directly | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Wendy Yarno | 10,350 | 37,000 | 47,350 | <1% (asterisk) |
- Hedging/Pledging: Directors are prohibited from hedging and pledging company stock per Insider Trading Policy .
- Stock ownership guidelines for directors: Not disclosed in proxy; Corporate Governance Guidelines are posted on company website .
Governance Assessment
- Positive signals:
- Independent Lead Director with defined responsibilities; independent status affirmed by Board .
- Chairs Compensation and Commercial Committees; Compensation Committee comprised solely of independent directors and uses independent advisor (Pay Governance) .
- Attendance robust: all directors ≥75% of meetings; full attendance at 2024 Annual Meeting .
- Shareholder support: 2025 say‑on‑pay received 27,132,839 “For” vs 416,845 “Against” (annual frequency approved) .
- Prohibitions on hedging and pledging reduce misalignment risk .
- Concerns / RED FLAGS:
- Single‑trigger full acceleration of non‑employee director equity upon change of control, which can be shareholder‑unfriendly versus double‑trigger structures .
- 2025 shift to large grant‑to‑value targets ($270k annual; $540k initial) may inflate director pay without performance conditions; equity remains time‑based .
- Multiple external boards and interlocks (e.g., IDEAYA, historical GBT with Morrison) can create information‑flow interdependencies; monitor for potential conflicts if business overlaps emerge .
- No director ownership guidelines disclosed in proxy (governance gap), though insider policy bans hedging/pledging .
Board Governance (Committee Detail)
| Committee | 12/31/2024 Membership | 4/15/2025 Membership | Chair |
|---|---|---|---|
| Audit | Yarno (Member) | — | — |
| Compensation | Yarno (Chair) | Yarno (Chair) | Yarno |
| Commercial | Yarno (Member) | Yarno (Chair) | Yarno |
| Nominating & Corporate Governance | — | — | Link (Chair) |
| Science & Technology | — | — | Chaudhuri (Chair) |
Director Compensation (Detail for 2024)
| Name | Fees Earned (USD) | Stock Awards (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|---|
| Wendy Yarno | $147,500 | $109,679 | $110,675 | $367,854 |
Related Party Transactions and Legal Matters
- Independence questionnaires did not reveal transactions or relationships that question director independence; no material proceedings noted against directors .
- Audit Committee reviews and oversees related person transactions per charter .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | Result | Votes |
|---|---|---|
| Advisory vote to approve NEO compensation | Approved | For: 27,132,839; Against: 416,845; Abstain: 16,635; Broker non‑votes: 7,285,501 |
| Frequency of advisory vote | 1 year | 1‑yr: 26,916,300; 2‑yr: 3,376; 3‑yr: 637,239; Abstain: 9,404; Broker non‑votes: 7,285,501 |