Richard Maroun
About Richard Maroun
Richard Maroun, age 70, is an independent Class III director at Whitehawk Therapeutics (WHWK), serving on the board since August 2021 after previously serving on the private predecessor’s board from February 2017 . He is Partner and General Counsel at Frazier Healthcare Partners (since June 2014) with prior senior legal and administrative roles at Aptalis Pharma US (2012–Feb 2014), APP Pharmaceuticals, Abraxis Bioscience, and American BioScience, and earlier positions at Merrill Lynch and Deloitte . His credentials include an LL.M. in Taxation (Boston University School of Law), J.D. (Santa Clara University School of Law), and B.S. in Economics (John Carroll University) . The Board has affirmatively determined his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Healthcare Partners | Partner, General Counsel | Since Jun 2014 | Private equity legal leadership; M&A/finance expertise cited as board qualification |
| Aptalis Pharma US, Inc. | SVP & General Counsel | 2012–Feb 2014 | Senior legal leadership |
| APP Pharmaceuticals, Inc. | EVP, Chief Administrative Officer, General Counsel, Business Development Officer | Not disclosed (prior to Aptalis) | Executive leadership across legal/admin/BD |
| Abraxis Bioscience, Inc. | Senior positions (unspecified) | Not disclosed | Biotechnology operating experience |
| American BioScience, Inc. | Senior positions (unspecified) | Not disclosed | Drug R&D exposure |
| Merrill Lynch, Pierce, Fenner & Smith | Director | Not disclosed | Capital markets background |
| Deloitte & Touche LLP | Senior Tax Manager | Not disclosed | Tax/accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Care Health Network, LLC | Board member or advisor | Current (privately-held) | Frazier portfolio oversight |
| Parata Systems, Inc. | Board member or advisor | Current (privately-held) | Frazier portfolio oversight |
| Orthotic Holdings, Inc. | Board member or advisor | Current (privately-held) | Frazier portfolio oversight |
| AppianRx | Board member or advisor | Current (privately-held) | Frazier portfolio oversight |
| Organovo Holdings, Inc. | Director | Aug 2016–Jul 2020 (public) | Public company board experience |
Board Governance
- Independence: Board determined Maroun is independent under Nasdaq listing standards .
- Board attendance: The Board held 13 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings during periods served, which includes Maroun .
- Executive sessions: The Board regularly holds executive sessions of independent directors .
- Board chair: Caley Castelein, M.D. serves as Chair of the Board, separate from the CEO role .
- Committee structure and meetings: Audit Committee (5 meetings in 2024), Compensation Committee (6), Nominating and Corporate Governance Committee (1) .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Emma Reeve (Chair) | 5 |
| Compensation Committee | Chair and Member | Richard Maroun (Chair) | 6 |
Fixed Compensation
- Policy structure (as amended May 2024): Annual cash retainer $40,000; Compensation Committee Chair fee $12,000; Audit Committee member fee $8,000; options granted as equity components (see Performance Compensation) .
- 2024 actual: Fees earned by Maroun totaled $60,000; option awards grant-date fair value $57,999; total $117,999 .
| Component (2024) | Amount ($) |
|---|---|
| Annual Board retainer | 40,000 |
| Compensation Committee Chair fee | 12,000 |
| Audit Committee member fee | 8,000 |
| Total cash fees | 60,000 |
Performance Compensation
- Director equity policy: Initial option grant fair value $106,000 (monthly vesting over 36 months); Annual option grant fair value $58,000 (fully vests by first anniversary or before next AGM); 10-year term; exercise price at 100% FMV on grant date; full vesting acceleration upon change of control for non-employee directors .
- 2024 actual: Option award grant-date fair value $57,999; held options to purchase 133,999 shares as of December 31, 2024 .
| Metric | 2024 Detail |
|---|---|
| Annual Grant fair value | 57,999 |
| Vesting | Annual Grant fully vests by first anniversary/next AGM |
| Term/Strike | 10-year term; strike equals FMV at grant |
| Change-in-control | Full acceleration of outstanding director awards |
| Options held (12/31/2024) | 133,999 options to purchase shares |
No performance-based RSUs/PSUs or explicit director performance metrics are disclosed; director equity is time-vested options per policy .
Other Directorships & Interlocks
- Current public boards: None disclosed for Maroun .
- Prior public boards: Organovo Holdings, Inc. (Aug 2016–Jul 2020) .
- Interlocks: Partner at Frazier Healthcare Partners; serves as board member/advisor at several privately-held Frazier-funded companies (see External Roles) .
- Related-party transactions: Company disclosed March 2025 PIPE participation by other directors/funds (Avoro, Acuta, KVP, WZCUBE, EcoR1) and an executive, but Maroun is not listed as a PIPE participant . Audit Committee oversees related-party transaction review .
Expertise & Qualifications
- Legal, tax, and accounting expertise from GC roles and prior Deloitte tax management; cited as part of board qualifications .
- Extensive M&A and finance experience; background spans pharma/biotech operations and capital markets (Merrill Lynch) .
- Education: LL.M. (Tax), J.D., B.S. Economics .
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership | 133,999 shares via options exercisable within 60 days |
| Ownership % of outstanding | <1% (asterisked in proxy table) |
| Shares outstanding (record date) | 46,784,618 (Apr 17, 2025) |
| Vested vs unvested | 133,999 options exercisable within 60 days; unexercisable not disclosed |
| Hedging/pledging | Prohibited by insider trading policy |
| Pledged shares | Not permitted under policy |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee and sits on Audit Committee, giving oversight over pay and financial controls . Attendance met the ≥75% threshold in 2024; Board holds regular independent executive sessions, supporting effective oversight . Director equity values were reduced in May 2024 (Initial Grant from $325k to $106k; Annual Grant from $180k to $58k), signaling cost discipline and moderated dilution for investors . Hedging and pledging prohibitions enhance alignment and reduce risk .
- Potential conflicts: As a Partner at Frazier Healthcare Partners with advisory/board roles at privately-held portfolio companies, interlocks could arise if portfolio entities interact with WHWK; however, no related-party transactions involving Maroun are disclosed, and the Audit Committee (which he serves on) reviews related-party transactions .
- Ownership alignment: Beneficial ownership is limited (<1%), comprised of exercisable options; absence of disclosed direct share holdings could signal lower “skin-in-the-game,” though standard director option grants provide some alignment .
- Overall: Governance signals are net positive—independence, active committee leadership, attendance, and tightened director equity policy—while ongoing monitoring for any Frazier-linked conflicts remains prudent given his PE role .
Appendix: Director Compensation Policy Reference
- Cash retainers: Board $40,000; Board Chair $26,000; Audit Chair $20,000/member $8,000; Compensation Chair $12,000/member $6,000; Nominating Chair $9,000/member $4,500 .
- Equity: Initial Grant $106,000 (1/36 monthly vesting); Annual Grant $58,000 (full vest by first anniversary/next AGM); 10-year term; strike at FMV; full acceleration on change-in-control .