Maria Grazia Roncarolo

About Maria Grazia Roncarolo

Maria Grazia Roncarolo, M.D., 70, has served as an independent director of Atara Biotherapeutics since May 2020. She is Professor of Pediatrics and Medicine at Stanford University and Co‑Director of the Stanford Institute for Stem Cell Biology and Regenerative Medicine (since June 2014). Her credentials include prior leadership of prominent European gene therapy institutes and membership in Academia Europea; she holds a medical degree from the University of Torino. These roles reflect deep expertise in immunology, cell and gene therapy, and academic governance, directly relevant to Atara’s R&D oversight needs .

Past Roles

External Roles

Board Governance

• Independence: Board determined she is independent under Nasdaq rules; a majority of Atara’s board is independent .
• Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Research & Development Committee. Chairs: Nominating (Ameet Mallik); R&D (Pascal Touchon) .
• Attendance: Board met seven times in 2024; all directors attended ≥75% of board and committee meetings. Non‑employee directors held eight executive sessions in 2024. Notably, all then‑serving directors except Dr. Roncarolo attended the 2024 Annual Meeting of Stockholders (soft engagement flag) .
• Board leadership: Chair of the Board (Pascal Touchon); Lead Independent Director (Carol Gallagher), reinforcing independent oversight .
• Skills matrix: Recognized strengths noted in Public Company Governance, Regulatory/Compliance, Executive Leadership, and R&D .

Fixed Compensation (Non‑Employee Director – 2024)

Policy references: Lead Director $75,000; Chair of Board $85,000; Audit Chair $20,000; Human Capital Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Human Capital member $7,500; Nominating member $5,000; R&D member $5,000 .

Performance Compensation (Non‑Employee Director – 2024)

• Equity structure: In March 2024 the Human Capital Committee suspended the standard annual mixed option/RSU grant and issued time‑based RSUs only (no performance metrics/PSUs) to each then‑serving non‑employee director; options for directors vest in full upon change‑in‑control .
• 2024 director stock awards: RSUs outstanding for Dr. Roncarolo totaled 6,000 as of Dec 31, 2024 .

Other Directorships & Interlocks

• Related‑party oversight: Atara’s Audit Committee pre‑approves related‑party transactions >$120,000; 2023–2025 summary shows financing‑related transactions with Adiumentum/Ciongoli; no transactions disclosed involving Roncarolo .

Expertise & Qualifications

• Medical/Scientific leadership: Extensive leadership in gene therapy institutes and academic medicine; elected to Academia Europea; Italian national honor for scientific merit .
• Governance/Risk: Skills matrix marks in governance, regulatory/compliance, executive leadership, R&D; aligns with her committee service on Nominating & Corporate Governance and R&D .
• Education: M.D., University of Torino .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors are subject to a 3x multiple of “base pay”; shares counted include outright shares (FMV), unvested time‑based RSUs (70% FMV), and vested options (70% intrinsic value). Compliance required by Dec 31, 2025 for those covered since 2021; individual compliance status is not disclosed .

Board Governance Assessment

• Strengths: Independent director with deep, directly relevant cell/gene therapy expertise; committee assignments are appropriately aligned to her skills (Nominating & Corporate Governance; R&D). Atara’s policies prohibit hedging/pledging and include director ownership guidelines, enhancing alignment .
• Engagement/attendance: Met the ≥75% threshold in 2024; however, absence from the 2024 Annual Meeting is a minor engagement concern investors may monitor, especially amid pivotal regulatory milestones (soft RED FLAG) .
• Alignment: Beneficial ownership is modest (<1%), typical for small‑cap biotech directors; RSU grants vesting at the 2025 Annual Meeting support alignment, and anti‑pledging policy reduces misalignment risk .
• Conflicts/related parties: No related‑party transactions disclosed for Roncarolo; she is not on the Audit Committee that approves such matters. External boards (Cosmo) present low direct conflict risk based on current disclosures (no transactions) .

Director Compensation Summary (2024)

Committee Assignments & Meetings (2024)

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 Say‑on‑Pay support was ~90%, reinforcing shareholder acceptance of pay practices and governance cadence; Human Capital Committee did not adjust the program in response to the 2024 vote .

Policies & Risk Controls (Context)

• Anti‑hedging and anti‑pledging: Prohibited for directors and employees .
• Clawback: Applicable to covered officers upon accounting restatements (directors not identified as covered officers) .
• Change‑in‑control: Director options vest fully upon change‑in‑control; annual director equity in 2024 issued as time‑based RSUs to minimize dilution and maintain alignment .

RED FLAGS to Monitor

• Missed attendance at 2024 Annual Meeting (engagement optics) .
• Limited personal ownership (<1%)—typical for sector, but monitor progress versus 3x guideline by Dec 31, 2025 .

Conclusion

Roncarolo’s independent status, technical depth, and governance roles bolster board effectiveness in R&D and director selection. No conflicts or related‑party exposures are disclosed; alignment mechanisms (RSUs, anti‑pledge policy, ownership guidelines) are in place. Investors should monitor her annual meeting attendance and ownership guideline compliance given Atara’s near‑term regulatory and strategic catalysts .