Emma Reeve
About Emma Reeve
Independent Class III director (age 64) at Whitehawk Therapeutics (WHWK) since 2021, with current term expiring at the 2026 annual meeting. She chairs the Audit Committee and is designated the board’s “audit committee financial expert.” Education: B.Sc. in Computer Science (Imperial College, University of London) and Associate of the Institute of Chartered Accountants in England & Wales. Prior roles include CFO and senior finance positions across biopharma and CROs; she is currently an independent public company director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Pharmaceuticals (oncology; acquired July 2021) | SVP & CFO; Treasurer; Secretary | CFO Oct 2017–Jul 2021; Treasurer Dec 2020–Jul 2021; Secretary Dec 2017–Sep 2018 | Led finance during acquisition; senior finance leadership |
| Parexel International (CRO) | Corporate Controller; Interim CFO & Controller | Controller Sep 2014–Oct 2017; Interim CFO Jul 2016–May 2017 | Global finance oversight for CRO operations |
| Novartis Pharma Schweiz | Head of Finance & Administration | May 2012–Aug 2014 | Country finance leadership |
| Novartis Vaccines & Diagnostics | VP, Global Head Business Planning & Analysis | Jan 2008–Apr 2012 | Global planning/analysis leadership |
| Inotek Pharmaceuticals; Aton Pharma | Chief Financial Officer | Not specified | CFO responsibilities at biopharma companies |
| Merck Research Laboratories; Bristol Myers Squibb | Operational and finance roles | Not specified | Finance/operations contributions at large pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PTC Therapeutics, Inc. (public) | Director | Since Dec 2018 | Committee roles not disclosed |
| Editas Medicine, Inc. (public) | Director | Sep 2021–Dec 2024 | Departed Dec 2024 |
Board Governance
- Committee assignments: Audit (Chair; members: Emma Reeve, Caley Castelein, Richard Maroun); Compensation (Chair: Maroun; members: Castelein, Dalal); Nominating & Corporate Governance (Chair: Dalal; members: Aghazadeh, Hehenberger through the 2025 annual meeting).
- Independence: Board determined Emma Reeve is independent under Nasdaq rules; majority of WHWK’s board is independent. No family relationships among directors/executives.
- Attendance and engagement: Board held 13 meetings in 2024; all incumbent directors attended at least 75% of board and committee meetings during their service periods. Independent directors regularly hold executive sessions.
- Audit Committee activity: 5 meetings in 2024; Reeve designated “audit committee financial expert”; scope includes auditor oversight, internal control, related-party transactions, earnings releases, and cybersecurity risk oversight.
Fixed Compensation
| Component | Amount | Detail/Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard for non‑employee directors under Director Compensation Policy (amended May 2024). |
| Audit Committee Chair fee | $20,000 | Additional annual cash retainer for Audit Chair. |
| Committee membership fees | $8,000 (Audit); $6,000 (Comp); $4,500 (Nom/Gov) | Per-member fees (Reeve serves on Audit only). |
| 2024 cash fees actually paid to Emma Reeve | $60,000 | Reflects base + Audit Chair fee. |
Performance Compensation
| Equity Element | 2024 Grant-Date Fair Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual option grant (director) | $57,999 | Annual Grant fully vests by 1st anniversary or before next annual meeting; 10-year term; exercise price = 100% FMV at grant. | |
| Policy: Annual Grant (current) | $58,000 | Granted after annual meeting to continuing directors. | |
| Policy: Initial Grant (current) | $106,000 | Monthly vesting over 36 months for new directors. | |
| Change-in-control treatment | N/A | Full acceleration of outstanding director equity upon change in control while serving. |
Director Equity Policy Changes (May 2024):
- Initial Grant reduced from $325,000 to $106,000; Annual Grant reduced from $180,000 to $58,000.
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| PTC Therapeutics (public) | External directorship | No WHWK-related transactions disclosed; no related-party transactions involving Reeve identified. |
| Editas Medicine (public) | Former external directorship | No WHWK-related transactions disclosed. |
Expertise & Qualifications
- Financial/accounting expertise: Former CFO; designated Audit Committee financial expert under SEC rules.
- Industry experience: Extensive life sciences finance across biopharma and CROs; senior roles at Novartis, Parexel, Constellation.
- Education/professional: B.Sc. Computer Science (Imperial College); Associate of ICAEW.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned directly | Not disclosed | No direct share ownership listed in beneficial ownership table. |
| Options exercisable within 60 days | 109,146 shares | Beneficially owned solely via exercisable options within 60 days (less than 1% of outstanding). |
| Ownership % of outstanding | <1% | Based on 46,784,618 shares outstanding as of April 17, 2025. |
| Unvested RSUs/options | Not disclosed | No director RSUs disclosed; option holdings disclosed in aggregate. |
| Pledging/hedging | Prohibited | Insider trading policy prohibits hedging and pledging of company securities. |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosure found. |
Governance Assessment
- Board effectiveness: Reeve chairs a fully independent Audit Committee, is the designated financial expert, and the committee met 5 times in 2024, covering auditor oversight, internal controls, related‑party monitoring, and cybersecurity—supporting robust financial governance.
- Independence and engagement: She is independent under Nasdaq rules; WHWK reports strong board activity (13 meetings) and ≥75% attendance by all incumbents; independent director executive sessions are held regularly—favorable engagement signals.
- Compensation alignment: 2024 director pay for Reeve comprised $60,000 in cash and ~$58,000 in options, consistent with the policy; May 2024 reductions to director equity grant sizes suggest a more conservative equity posture vs prior years.
- Ownership alignment: Beneficial ownership derives from exercisable options (109,146 shares; <1%), with no disclosed direct share holdings—limited “skin in the game,” though hedging/pledging prohibitions mitigate misalignment risks.
- Conflicts/related-party: No related‑party transactions identified involving Reeve; Audit Committee oversees any such transactions. Board/executive group entered support agreements to back the December 2024 PIPE/Divestiture, but Reeve is not singled out in transaction participation.
- Shareholder feedback: 2025 say‑on‑pay passed (For: 18,855,748; Against: 4,692,033; Abstentions: 14,168), indicating acceptable executive pay design by investors.
- Risk indicators: No material legal proceedings involving directors; policy bans hedging/pledging; director equity accelerates upon change‑in‑control (standard but can be viewed as a potential entrenchment/over‑protection if overly generous).
Director Compensation (2024)
| Component | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 60,000 | |
| Stock Awards | — | |
| Option Awards (grant-date fair value) | 57,999 | |
| Total | 117,999 | |
| Options held (as of 12/31/24) | 109,146 |
Committees Overview
| Committee | Role | Independence Status | Meetings in 2024 |
|---|---|---|---|
| Audit | Chair (Emma Reeve) | All members independent; Reeve designated financial expert | 5 meetings |
| Compensation | Member? (Reeve not listed) | Independent members | 6 meetings |
| Nominating & Corporate Governance | Member? (Reeve not listed) | Independent members | 1 meeting |
Say‑on‑Pay & Shareholder Voting (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Say‑on‑Pay) | 18,855,748 | 4,692,033 | 14,168 | 5,128,059 |
| Class II director elections (aggregate, see individual results) | See director‑level tallies | See director‑level tallies | — | 5,128,059 |
| Auditor ratification (BDO USA, P.C.) | 28,065,323 | 524,039 | 100,646 | N/A |
Related‑Party & Transactions (Context)
- PIPE Financing closed March 4, 2025; participation by entities affiliated with certain directors (Aghazadeh/Avoro; Dalal/Acuta; Castelein/KVP; Zhao/WZCUBE). No participation disclosed for Emma Reeve.
- Audit Committee reviews/approves related‑party transactions under policy.
RED FLAGS (if material)
- Low direct share ownership (<1%; options-only beneficial stake) may limit alignment versus higher direct ownership norms.
- Full acceleration of director equity upon change-in-control can be viewed as shareholder‑unfriendly in some frameworks, though common in biotech; monitor award sizing and triggers.
- Support Agreements committing votes for significant corporate actions were executed by directors/executives as a group; while customary in transactions, monitor for any perceived disenfranchisement concerns.