Ken Takanashi
Wave Life SciencesAbout Ken Takanashi
Ken Takanashi (age 61) has served on Wave Life Sciences’ Board since July 2012. He is Executive Vice President and Representative Director at Shin Nippon Biomedical Laboratories Ltd. (SNBL) and previously served as CFO of SNBL USA (2012–2014). He holds an MBA from the University of Warwick, a bachelor’s degree from the University of Tokyo, and is a Chartered Public Accountant, bringing finance, R&D, and Japan operations expertise to Wave .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SNBL (Japan) | Executive Vice President, Representative Director | 2002–present | Executive leadership in global R&D; strategic partner/shareholder to WVE |
| SNBL USA, Ltd. | Chief Financial Officer | 2012–2014 | Oversight of U.S. subsidiary finance operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Satsuma Pharmaceuticals, Inc. | Director | 2016–present | Formerly public; became wholly owned subsidiary of SNBL on June 8, 2023 |
| TMS Co., Ltd. (Tokyo SE) | Director | Mar 2022–present | Public company board seat in Japan |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Takanashi is independent under Nasdaq rules |
| Committee Memberships | Nominating & Corporate Governance Committee member (Chair: Heidi Wagner; members: Wagner, Takanashi, Corrigan) |
| Committee Chair Roles | None disclosed for Takanashi |
| Attendance | No director attended fewer than 75% of Board/committee meetings in 2024; Board met 4 times; committees met 18 times |
| Board Leadership | Independent Chair (Christian Henry); regular executive sessions of independent directors |
| Singapore Resident Director Requirement | Not applicable to Takanashi (Aik Na Tan serves as resident director) |
Fixed Compensation
| Year | Fees Earned (Cash) | Equity – RSU Grant-Date Fair Value | Equity – Option Grant-Date Fair Value | Total |
|---|---|---|---|---|
| 2024 | $47,500 | $86,538 | $100,303 | $234,341 |
| Policy Year | Board Retainer (Non-Chair) | Chair Retainer | Audit Chair / Member | Comp Chair / Member | N&CG Chair / Member | R&D Chair / Member |
|---|---|---|---|---|---|---|
| 2024 Policy | $40,000 | $75,000 | $20,000 / $10,000 | $15,000 / $7,500 | $15,000 / $7,500 | $15,000 / $7,500 |
| 2025 Proposed Policy | $45,000 | $75,000 | $20,000 / $10,000 | $15,000 / $7,500 | $15,000 / $7,500 | $15,000 / $7,500 |
Notes:
- Takanashi’s 2024 cash fees of $47,500 are consistent with $40,000 board retainer + $7,500 N&CG committee member fee .
Performance Compensation
| Equity Program | Share Counts | Vesting Terms | Source |
|---|---|---|---|
| 2024 Annual Grant (Policy) | Options: 32,230; RSUs: 16,115 | 100% vest at earlier of next AGM or 1-year anniversary (options and RSUs) | |
| 2024 Refresh/Initial Grants (Policy) | Options: 64,460; RSUs: 32,230 | Options vest 12.5% quarterly over 2 years; RSUs vest 50% at earlier of next AGM or 1-year anniversary, during 2-year period | |
| 2025 Proposed Annual Grant | Options: 76,200; RSUs: 12,700 | 100% vest at earlier of 2026 AGM or 1-year anniversary | |
| 2025 Proposed Refresh/Initial | Options: 152,400; RSUs: 25,400 | Options vest 12.5% quarterly over 2 years; RSUs vest 50% at earlier of next AGM or 1-year anniversary, during 2-year period |
Director-specific 2024 grant-date fair values for Takanashi: RSUs $86,538; Options $100,303 . No performance-conditioned PSU awards are disclosed for directors; all director equity is time-based under Singapore law constraints (5-year option term limit) .
Other Directorships & Interlocks
| Entity | Nature | Interlock/Exposure |
|---|---|---|
| SNBL (shareholder and vendor) | 6.02% beneficial owner; provides NHP contract research services | Takanashi is SNBL executive; shared voting/dispositive power over SNBL/WVE holdings; related-party transactions disclosed |
| RA Capital (shareholder) | 15.64% beneficial owner; Board member Peter Kolchinsky | Concentrated ownership; not directly tied to Takanashi |
Expertise & Qualifications
- Finance and accounting (Chartered Public Accountant), biopharma R&D leadership, Japan market expertise .
- Education: MBA (University of Warwick), BA (University of Tokyo) .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | Percent of Outstanding | Components/Notes |
|---|---|---|---|
| Ken Takanashi | 9,773,253 | 6.12% | Includes 150,730 options exercisable within 60 days and 16,115 RSUs vesting within 60 days; also reflects shared voting/dispositive power with SNBL/SNBL USA holdings per SNBL 13D/A context |
| SNBL (aggregate) | 9,606,408 | 6.02% | Includes ordinary shares and immediately convertible Series A preferred shares (one-for-one) held by SNBL and SNBL USA |
Policies relevant to alignment:
- Hedging and pledging prohibited for directors; transactions expected via Rule 10b5-1 plans .
Governance Assessment
Key findings:
- Independence and committee work: Board classifies Takanashi as independent; serves on Nominating & Corporate Governance, supporting board composition, evaluation, and human capital oversight .
- Attendance: Meets reliability threshold (≥75%) alongside Board peers; suggests engagement .
- Compensation mix: Majority equity via time-based RSUs and options; cash fees modest; aligns with shareholder interests while acknowledging Singapore’s 5-year option term constraint (leading to larger option counts in 2025 proposals) .
- Ownership alignment: Significant beneficial stake (6.12%), including shared power over SNBL-related holdings; hedging/pledging prohibited .
Potential conflicts and red flags:
- Related-party transactions: Wave engaged SNBL for ~$2.8M NHP research services; paid $0.9M in 2024 and $1.4M in 2023; Takanashi is an SNBL executive and director, creating perceived conflict-of-interest risk. Audit Committee oversees related-person transaction policy, mitigating risk through disclosure and committee oversight .
- Concentrated ownership: RA Capital (15.64%) and GSK (10.78%) are significant holders; SNBL at 6.02%. Takanashi’s shared voting power with SNBL warrants continued monitoring for potential influence on strategic transactions .
- Director equity structure: No performance metrics for director equity grants; awards are time-based. While common, the absence of performance conditioning eliminates direct pay-for-performance features for directors .
Shareholder signals:
- 2024 say‑on‑pay for NEOs approved with >99% support, indicating broad investor confidence in compensation governance; 2025 non‑employee director compensation requires shareholder approval per Singapore law .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee (Henry—Chair, Rawcliffe, Wagner) independent; uses Aon as independent consultant; reviews peer group and governance practices; best practices include clawback policy, no tax gross-ups, and avoidance of repricing .
- Non-employee director compensation: Structured cash retainers plus time-based equity; 2025 proposal increases option/RSU sizes to offset Singapore’s 5-year option term limitation in director recruitment/retention context .
Related Party Transactions
| Counterparty | Transaction | Amount/Timing | Notes |
|---|---|---|---|
| SNBL | NHP contract research services | ~$2.8M engaged Apr 2023; payments $0.9M (2024), $1.4M (2023); total paid $2.3M through Dec 31, 2024 | Takanashi is SNBL executive/director; disclosed as related-person transactions |
| GSK plc / GGL | Collaboration upfront $120M (effective Jan 27, 2023); $50M equity investment at $4.68; participation in Sept 2024 offering ($8.00 per share; 2,791,930 shares) | 2022–2024 | Significant strategic/financial ties; not directly linked to Takanashi’s roles |
Say‑on‑Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say‑on‑Pay (NEOs) | >99% approval; Committee made no significant changes for 2024 on strong support |
Expertise & Qualifications
- Finance/accounting, biopharma operations, governance and Japan operations expertise (MBA; CPA) .
Governance Implications
- Board effectiveness: Active role on N&CG Committee suggests influence over board composition and governance process quality .
- Conflicts management: The SNBL relationship is the primary conflict risk vector; robust disclosure and Audit Committee oversight are positives, but ongoing monitoring is warranted given SNBL’s dual role as shareholder and vendor and Takanashi’s executive status there .
- Alignment and policy: Prohibitions on hedging/pledging strengthen alignment; significant beneficial ownership enhances “skin-in-the-game,” albeit partially through shared SNBL holdings .