Leana Wen
About Leana Wen
Leana S. Wen, M.D., M.Sc., age 42, is an independent director of UroGen Pharma Ltd., serving since August 2022. She is an emergency physician, public health leader, and academic, with prior service as Baltimore’s health commissioner (2015–2018), faculty at George Washington University (since 2019), and prominent media roles as a Washington Post health policy columnist (since 2020) and CNN health/medical expert (since 2020). Dr. Wen holds a B.S. from California State University, Los Angeles; an M.D. from Washington University School of Medicine; and two M.Sc. degrees from the University of Oxford as a Rhodes Scholar; she completed residency at Brigham & Women’s Hospital/Massachusetts General Hospital and was a clinical fellow at Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Baltimore | Health Commissioner | 2015–2018 | Led nation’s oldest continuously operating health department; initiatives on opioid crisis, maternal/child health |
| George Washington University | Faculty (Emergency Medicine) | Since 2019 | Director of patient-centered care research (2013–2015); authored book on patient advocacy |
| Planned Parenthood | President | 2018–2019 | National health advocacy leadership |
| World Health Organization; China Medical Board; Brookings Institution | Fellow/Consultant/Nonresident Senior Fellow | Various | Global health and policy contributions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glaukos Corporation (NYSE: GKOS) | Director; Audit Committee member | Since March 2021 | Public company board service; audit oversight experience |
| Bipartisan Policy Center | Board member | Current | Non-profit governance |
| Baltimore Community Foundation | Board member | Current | Community philanthropy governance |
| Behavioral Health Group | Advisory Board Chair | Current | Behavioral health oversight leadership |
| Multiple non-profits/foundations | Board service (10+ historically) | Various | Governance breadth across health/public policy |
Board Governance
- Independence: Board determined all directors except the CEO (Elizabeth Barrett) are independent under Nasdaq rules; Wen is independent .
- Committee assignments:
- Audit Committee member (Chair: Cynthia Butitta) .
- Nominating & Corporate Governance Committee Chair (member with James A. Robinson) .
- Attendance: Board met 8 times in 2024; Audit (4), Compensation (4), Nominating (3), Compliance (4). Each director/committee member attended at least 75% of meetings; independent director executive sessions held 5 times (chaired by the independent Board Chair, Arie Belldegrun, M.D.) .
- Board leadership: Independent Board Chair; separation of Chair/CEO viewed as enhancing oversight effectiveness .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (cash) | $64,510 | URGN Director Compensation table |
| 2024 Option Awards (grant-date fair value) | $131,911 | URGN Director Compensation table |
| Total 2024 Director Compensation | $196,421 | Sum per table |
Director cash retainer policy (as of August 2024) for non-employee directors:
- Board retainer: $45,000 (increased from $40,000 upon shareholder approval)
- Committee member retainers: Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000; Compliance $5,000
- Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Compliance $15,000
The Board Chair (not Wen) receives $195,000 annual cash retainer .
Performance Compensation
| Equity Element | Grant Structure | Vesting | Notes |
|---|---|---|---|
| Initial Director Grant (current policy) | Option to purchase 20,000 shares | Equal quarterly over 3 years | Exercise price = FMV on grant date |
| Annual Director Grant (current policy) | Option to purchase 10,000 shares | Equal quarterly over 1 year | Granted at annual meeting |
| Proposed change (2025 A&R Compensation Policy) | Choice: (A) 40,000 options OR (B) 20,000 options + 16,000 RSUs (initial); Annual: (A) 20,000 options OR (B) 10,000 options + 8,000 RSUs | Options/RSUs vest quarterly (initial: 12 quarters; annual: 4 quarters) | Default to all-options if no election; pro-ration for first annual grant based on service days |
There are no disclosed performance metrics tied to director equity awards (options/RSUs are time-based); no dividends on unvested awards; repricing prohibited without shareholder approval .
Other Directorships & Interlocks
- Public company: Glaukos Corporation (Audit Committee member) .
- No URGN disclosure of related-party transactions involving Wen; related party items disclosed involved other directors (e.g., Belldegrun affiliates in IconOVir transaction) .
Expertise & Qualifications
- Clinical/Public Health: Emergency physician; prior city health leadership; recognized on TIME 100 (2019) and Modern Healthcare’s Most Influential (2022) .
- Board Governance: Audit committee experience at Glaukos; Chair of URGN’s Nominating & Corporate Governance Committee .
- Education: B.S. (CSULA); M.D. (Washington University); two M.Sc. (Oxford); Rhodes Scholar; residency at Brigham/MGH; Harvard clinical fellowship .
- Communications/Policy: Washington Post columnist (health policy), CNN expert .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Detail |
|---|---|---|---|
| Leana S. Wen, M.D., M.Sc. | 38,333 shares (issuable within 60 days via options/RSUs) | <1% | As of June 30, 2025 |
Additional data points:
- Options outstanding (Dec 31, 2024): 27,500 options .
- Insider trading/hedging: Company policy prohibits short sales, puts/calls, hedging, margin accounts in Company securities .
Insider Trades (Form 4)
| Date Filed | Transaction Date | Security | Quantity | Price/Terms | Source |
|---|---|---|---|---|---|
| Aug 27, 2025 | Aug 26, 2025 | Stock Option (annual director grant) | 10,000 | $19.50 exercise price | |
| Aug 8, 2024 | Around annual meeting (Aug 6, 2024) | Director equity grant (Form 4 reported) | — | — |
Note: URGN’s director compensation policy grants annual options at the annual meeting; 2024 cash/equity compensation reported above .
Director Compensation Policy Summary
| Policy Item | Current (2024) | Proposed (2025 A&R) |
|---|---|---|
| Board cash retainer | $45,000 (non-employee directors) | Unchanged (A&R focuses on equity) |
| Committee member retainers | Audit $7,500; Comp $5,000; Nominating $5,000; Compliance $5,000 | Unchanged |
| Committee chair retainers | Audit $20,000; Comp $15,000; Nominating $15,000; Compliance $15,000 | Unchanged |
| Initial equity grant | 20,000 options | Choice: 40,000 options OR 20,000 options + 16,000 RSUs |
| Annual equity grant | 10,000 options | Choice: 20,000 options OR 10,000 options + 8,000 RSUs |
| Vesting | Initial options 3 yrs; annual options 1 yr; quarterly vesting | Quarterly vesting: initial (12 quarters), annual (4 quarters) |
| Repricing/Dividends | Repricing prohibited without shareholder approval; no dividends on unvested awards | Same (plan-level controls) |
Governance Assessment
- Strengths:
- Independent director; chairs Nominating & Corporate Governance and serves on Audit—enhances board oversight of governance and financial reporting .
- Attendance: meets Board’s minimum (≥75%); Board/committee cadence suggests active engagement; independent sessions held regularly .
- No related-party transactions involving Wen disclosed; insider trading policy prohibits hedging/margin use, supporting alignment .
- Equity ownership via options/RSUs creates alignment; director compensation structure is standard for biotech peers, with time-based vesting and updated equity mix flexibility .
- Watch items:
- Multiple external commitments (media, academic, non-profit boards, Glaukos board) could pose time allocation risk; offset by demonstrated committee leadership at URGN .
- URGN’s broader related-party sensitivity (e.g., IconOVir transaction involving Chair’s affiliates) underscores importance of robust Audit Committee oversight; Wen’s Audit role is relevant .
Say-on-pay context: 2024 say-on-pay approved by over 87% of votes, indicating constructive shareholder sentiment toward URGN’s compensation governance, which can indirectly bolster overall investor confidence in board oversight .
Potential Conflicts or Related-Party Exposure
- URGN disclosed related-person transactions since 2023 (e.g., IconOVir asset purchase with consideration potentially payable to Chair’s affiliates); no disclosures implicating Wen .
- No pledging/loans noted; insider policy bans hedging/margin transactions .
Independence, Attendance & Engagement
| Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent director (Nasdaq standards) | Board determination; all except CEO are independent |
| Committee service | Audit Committee member; Nominating & Corporate Governance Chair | Committee descriptions and composition |
| Attendance | ≥75% of Board/committee meetings in 2024 | Company statement of attendance |
| Executive sessions | 5 sessions held; presided by independent Chair | Governance disclosure |
Director Compensation and Ownership Alignment
- 2024 compensation mix: cash fees plus time-based option grant; total $196,421, with options valued at grant-date per ASC 718 .
- Beneficial ownership: 38,333 shares issuable within 60 days as of June 30, 2025; percent ownership <1% .
- Plan safeguards: prohibition on repricing without shareholder approval; no dividends on unvested awards; fixed-share pool requires shareholder approval for increases .
Committee Assignments, Chair Roles, Expertise
- Audit Committee: financial literacy requirement met for all members; Wen provides clinical/public health perspective alongside financial oversight .
- Nominating & Corporate Governance Committee: Wen as Chair; oversight of director selection, governance practices, and board performance reviews .
Signals for Investors
- Governance quality: Independent leadership structure, active committees, and strong compliance/insider policies support investor confidence .
- Alignment: Time-based equity grants and prohibitions on hedging/margin use maintain long-term alignment; ownership is modest but appropriate for director role .
- No red flags disclosed for Wen: No related-party transactions, no Section 16(a) delinquencies mentioned related to Wen, and timely Form 4 filings for annual grants .