Mary Ann Gray
About Mary Ann Gray
Mary Ann Gray, Ph.D., age 72, has served as an independent director of BioAtla (BCAB) since December 2020. She is Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee, and is designated by the Board as an “audit committee financial expert.” Her background spans scientific roles, sell-side equity research, portfolio management, and more than 15 years of public biotech board service, including chair roles and lead independent director positions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gray Strategic Advisors, LLC | President | Since April 2004 | Strategic advisor to biotech companies |
| Federated Kaufmann Fund | Portfolio Manager | ~4+ years | Managed >$1B healthcare investments |
| Raymond James; Warburg Dillon Read; Kidder Peabody | Sell-side Biotech Analyst | ~7+ years | Equity research, industry coverage |
| Schering-Plough; NeoRx | Scientific roles | Early career | Pharma/biotech R&D |
| Battelle/NCI | Managed pre-clinical toxicology studies | Early career | Clinical/toxicology study management |
External Roles
| Company | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| RAPT Therapeutics, Inc. | Director; Audit Committee Chair | Since Dec 2019 (current) | Audit Chair; audit committee financial expert; committee met 4× in 2023; Gray chaired audit |
| Keros Therapeutics, Inc. | Director | Since Dec 2020 (current) | Board service noted in BCAB proxy |
| Compass Therapeutics, Inc. | Director | Since Apr 2022 (current) | Director compensation disclosed; held 85,000 unexercised options as of 12/31/2023 |
| Palisade Bio, Inc. (f/k/a Seneca) | Director | Apr 2021–Mar 2024 (former) | Beneficial ownership disclosed; Board service concluded in 2024 |
| Prior boards (selected) | Dyax; Juniper Pharmaceuticals; Sarepta; Senomyx; Galena; TetraLogic; Acadia | Various dates | Multiple chair roles (audit/comp), lead independent director; Galena audit chair |
Board Governance
- Committee assignments at BCAB: Audit (Chair), Nominating & Corporate Governance (Member). Audit members (Gray, Sylvia McBrinn, Edward Williams) are independent; Gray is financially literate and designated an audit committee financial expert .
- Independence: The Board determined Gray and all directors other than the CEO (Short) and Scott Smith are independent under Nasdaq rules; all members of audit, compensation, and nominating committees are independent .
- Attendance and engagement: In 2024, the Board met 4 times; Audit 8; Compensation 4; Nominating & Corporate Governance 4. Each director attended at least 75% of Board and applicable committee meetings; directors were encouraged to attend the annual meeting and all then-serving directors attended in 2024 .
- Lead Independent Director: The Board appointed Lawrence Steinman as Lead Independent Director to preside over executive sessions of independent directors .
Fixed Compensation
| Element | BCAB 2024 Policy | Gray 2024 Actual |
|---|---|---|
| Board annual cash retainer | $40,000 | Included in cash paid |
| Lead Independent Director retainer | $25,000 (if applicable) | Not applicable |
| Committee member retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Member of Nominating ($4,000) |
| Committee chair retainers | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000 | Audit Chair ($15,000) |
| Cash fees paid (2024) | — | $44,252 |
| Expense reimbursement | Reasonable out-of-pocket travel reimbursed | As applicable |
Performance Compensation
- Equity compensation (time-based RSUs): On June 13, 2024, Gray received 16,500 RSUs that vest on the earlier of the one-year anniversary of grant or the day before the next annual meeting, subject to continued service; grant-date fair value $25,905 .
- Director compensation mix (no performance metrics): Directors at BCAB do not receive performance-based equity; RSUs vest based on time-in-service, not financial or TSR targets .
| Metric | Award Type | Grant Date | # Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director Equity | RSU | 06/13/2024 | 16,500 | $25,905 | Time-based; earlier of 1-year or prior to next annual meeting |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| RAPT Therapeutics | Sector overlap (biotech/oncology) | Audit Chair; independence verified under Nasdaq and Rule 10A-3 |
| Compass Therapeutics | Sector overlap (biotech/oncology) | Director; 2023 director equity/options disclosed |
| Keros Therapeutics | Sector overlap (biotech) | Director per BCAB proxy |
| Historical boards (e.g., Sarepta, Galena) | No current BCAB interlock noted | Galena audit chair; Sarepta service ended June 2022 |
The BCAB Nominating & Corporate Governance Committee oversees independence and conflicts and considers questions of possible conflicts of interest of directors as they arise .
Expertise & Qualifications
- Audit and financial expertise: Designated audit committee financial expert; extensive oversight of financial reporting and risk controls .
- Industry expertise: Deep life sciences experience across R&D, clinical, and corporate strategy; long-tenured biotech board leader .
- Education: B.S. Biology (University of South Carolina); Ph.D. Pharmacology (University of Vermont); postdoctoral work at Northwestern University Medical School and Yale University School of Medicine .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 136,204 shares; less than 1% of outstanding |
| Unvested RSUs (12/31/2024) | 16,500 RSUs |
| Options outstanding | None (directors had no options outstanding as of 12/31/2024) |
| Ownership guidelines | Non-employee directors must hold ≥3× annual cash retainer within 5 years; all directors met guidelines for FY2024 |
| Hedging/pledging | Prohibited under Insider Trading Policy for directors (no short sales, hedging, or pledging) |
Governance Assessment
-
Strengths
- Audit Chair with financial expert designation; independent oversight of audit, related-party reviews, and risk management (including cybersecurity policy oversight via Audit Committee charter) .
- Clear director compensation structure and modest equity grants; alignment via RSUs and stock ownership guidelines met for FY2024 .
- Attendance at least 75% of meetings; Board structure includes Lead Independent Director and executive sessions for independent directors .
-
Watch items / potential red flags
- Multiple concurrent public company directorships in biotech (RAPT, Compass, Keros) warrant ongoing monitoring for time commitments and information-flow interlocks, though independence is affirmed and conflicts are overseen by BCAB’s Nominating & Corporate Governance Committee .
- Company-level related-party exposure: transactions with Himalaya Therapeutics SEZC involving the CEO (Short) and spouse; Audit Committee oversees related-person transactions—no indication of Gray’s involvement or related-party transactions tied to her .
Insider Trades
- Not disclosed in the BCAB proxy; Form 4 insider transaction data is not included in the provided documents. No reportable insider trading information for Gray was found in the latest DEF 14A .
If needed, we can retrieve recent Form 4 filings for BCAB insiders to tabulate Gray’s transactions; the proxy does not include this data .
Appendix: BCAB Committee Oversight Relevant to Director Governance
- Audit Committee responsibilities include auditor independence, financial reporting, internal controls, complaint procedures, and related-person transaction oversight .
- Nominating & Corporate Governance Committee responsibilities include director qualifications, performance evaluations, governance policies, and conflict-of-interest oversight .