Laura Stoppel
About Laura Stoppel
Laura Stoppel, Ph.D., age 39, has served as an independent director of Artiva Biotherapeutics since June 2020. She is a Principal at RA Capital Management, L.P. (since 2016) and holds a B.A. in Biology and Psychology from Harvard University and a Ph.D. in Neuroscience from MIT, bringing finance and life sciences expertise to the board . The Board affirmatively determined she is independent under Nasdaq standards, including audit committee independence, with specific consideration of RA Capital-related transactions as described below .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Principal | 2016–present | Multi-stage investment experience in life sciences; finance expertise applied to ARTV governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acumen Pharmaceuticals, Inc. | Director | Since Nov 2020 | Not specified in proxy |
| Various private companies | Director | Not disclosed | Member of boards of “a number of private companies” |
Board Governance
| Item | Detail |
|---|---|
| Board tenure | Director since June 2020 |
| Independence | Board determined independent per Nasdaq and SEC; also independent for audit committee service |
| Current committees | Chair, Nominating & Corporate Governance; Member, Clinical Strategy |
| Post-AGM changes | Will join Audit Committee; will no longer serve on Nominating & Corporate Governance Committee (effective following the Annual Meeting) |
| Board attendance | In 2024, no director attended fewer than 75% of Board and applicable committee meetings |
| Board leadership | Independent, non-executive Chair: Brian Daniels, M.D. |
| Executive sessions | Regularly scheduled, typically at each regular Board meeting |
| Cybersecurity oversight | Audit Committee has oversight of cybersecurity risk and incident response reporting |
Fixed Compensation
| Year | Cash Fees | Equity Granted | Notes |
|---|---|---|---|
| 2024 | $22,614 (fees) | None (no option awards to Stoppel in 2024) | Cash amounts payable to Dr. Stoppel were paid to RA Capital pursuant to an agreement |
Non-Employee Director Compensation Policy (framework):
| Component | Amount |
|---|---|
| Annual Board retainer | $40,000 |
| Lead Independent Chair additional retainer | $30,000 |
| Committee member retainer (Audit/Comp/NomGov) | $7,500 / $6,000 / $5,000 (non-chair) |
| Committee chair retainer (Audit/Comp/NomGov) | $15,000 / $12,000 / $10,000 |
| Clinical Strategy Committee cash retainer | $6,000 (member); $15,000 (Chair) |
| Technical Operations Committee cash retainer | $15,000 (member) |
| Initial option grant | 27,500 shares; one-third vests at grant, remainder over 24 months |
| Annual option grant | 13,750 shares; vests by next annual meeting or 1-year anniversary |
| Director comp limit | ≤$750,000/year; ≤$1,000,000 in first year (grant-date value) |
Performance Compensation
| Feature | Details |
|---|---|
| Performance-linked metrics for directors | Not disclosed; director equity grants are time-based options per policy (no director performance metrics stated) |
| Clawbacks | Company maintains Dodd-Frank-compliant clawback policy; general clawbacks disclosed |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| RA Capital ownership | Entities affiliated with RA Capital beneficially own 9,853,302 shares (40.4% of common stock) |
| Fees paid to RA Capital | Cash payable to Stoppel as director was paid to RA Capital under an agreement |
| RA-affiliated service providers | Blackbird Clinical, Inc. (RA-controlled) consulting: $0.3 million R&D expense in 2024; Carnot Pharma, LLC (RA-controlled) consulting: $15,000 R&D expense in 2024 |
Expertise & Qualifications
- Neuroscience Ph.D. (MIT) and Harvard A.B. in Biology & Psychology
- Principal investor at RA Capital with multi-stage life sciences investing background
- Public board experience at Acumen Pharmaceuticals
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Laura Stoppel, Ph.D. | 0 | <1% |
| RA Capital affiliated entities (aggregate) | 9,853,302 | 40.4% |
Policy guardrails:
- Hedging prohibited; publicly traded options prohibited; holding stock in margin accounts prohibited; pledging requires prior Board approval and pre-clearance .
Governance Assessment
- Independence and committee credibility: The Board affirmed Stoppel’s independence, including for audit committee service. Effective post-AGM, she transitions from Chair of Nominating & Corporate Governance to Audit Committee member, increasing her direct role in financial oversight—appropriate given audit committee independence requirements . Attendance thresholds were met in 2024, supporting engagement .
- Ownership alignment: Personal beneficial ownership is 0 shares, while her employer RA Capital is the controlling holder at 40.4%. This creates alignment via sponsor ownership but may reduce personal “skin-in-the-game” unless annual director option grants are consistently received; none were recorded for Stoppel in 2024 .
- Potential conflicts and related-party exposure (RED FLAGS): RA Capital’s control and RA-affiliated consulting relationships (Blackbird and Carnot) introduce related-party transaction exposure; however, the Board’s independence determination explicitly considered that Stoppel was employed by an organization doing business with the Company, with amounts not exceeding the greater of $120,000 or 1% of either party’s consolidated revenues over the last three fiscal years . Stoppel’s director cash fees were paid to RA Capital per agreement, reinforcing the RA tie-in . These relationships warrant continued robust Audit Committee oversight and adherence to related-party transaction policies .
- Policy safeguards: The Company’s hedging/pledging prohibitions and clawback framework are shareholder-friendly; audit and compensation committee charters include oversight of related-party transactions and consultant independence .
- Signal summary: The move to Audit Committee and formal independence status support board effectiveness; the RA Capital nexus (control ownership, fee redirection, RA-affiliated service vendors) is the primary governance risk vector and should be mitigated through transparent approval processes and continued disclosure updates .
Overall, Stoppel brings strong biotech investing and scientific credentials to ARTV’s board with affirmed independence; investor confidence hinges on vigilant oversight of RA-linked transactions and sustained transparency around director equity participation and related-party policies .