Sharon Mates
About Sharon Mates
Sharon Mates, Ph.D., was appointed as an independent Class I director of Benitec Biopharma Inc. effective November 3, 2025, with a term running until the 2026 annual meeting; the Board increased to seven members upon her appointment and determined she meets Nasdaq and Company independence standards . She co-founded and led Intra-Cellular Therapies as Chairman and CEO from 2002 until its 2025 acquisition by Johnson & Johnson (~$14.6B) and currently serves as a director of Medincell (Euronext: MEDCL) . Dr. Mates holds a B.S. from Ohio State University, a Ph.D. from the University of Washington, and completed postdoctoral fellowships at Massachusetts General Hospital and Harvard Medical School . Her initial Form 3 disclosed no beneficial ownership at the time of appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intra-Cellular Therapies Inc. | Chairman, Chief Executive Officer, Co‑founder | June 2002–2025 | Led development and commercialization of CAPLYTA (FDA approval 2019); company acquired by Johnson & Johnson for approximately $14.6B in 2025 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medincell (Euronext: MEDCL) | Director | Current as of Nov 2025 | Disclosed as an active directorship |
Board Governance
- Independence: Board determined Dr. Mates is independent under Nasdaq rules and the Company’s Corporate Governance Guidelines .
- Class/Term: Appointed Class I director; term through the Company’s 2026 annual meeting .
- Board size/composition: Board increased from six to seven upon her appointment . Prior to her appointment, the Board comprised the CEO, CFO and four outside directors, with four deemed independent .
- Committee memberships: Audit (Buchi Chair; members Buchi, Francis, Smith), Compensation (Francis Chair; members Francis, Buchi, Smith), Nominating & Corporate Governance (Francis Chair; members Francis, Buchi, Mehta, Smith) as of the 2025 proxy; no public disclosure yet of Dr. Mates’s committee assignments .
- Attendance: The Company expects directors to attend annual meetings; all then-serving directors attended the 2024 annual meeting; each director attended at least 75% of Board and committee meetings in the last fiscal year (pre‑appointment) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 | FY2025 policy |
| Audit Committee Chair fee | $15,000 | FY2025 policy |
| Compensation Committee Chair fee | $10,000 | FY2025 policy |
| Nominating Committee Chair fee | $7,500 | FY2025 policy |
| Audit Committee member (non-chair) | $7,500 | FY2025 policy |
| Compensation Committee member (non-chair) | $5,000 | FY2025 policy |
| Nominating Committee member (non-chair) | $4,000 | FY2025 policy |
| Eligibility | Per 2025 proxy, Dr. Mates will be entitled to standard non-employee director compensation | Applies upon appointment |
Additional governance policies relevant to compensation:
- Clawback Policy is administered by the Compensation Committee .
- Hedging and pledging of Company securities by directors is prohibited .
Performance Compensation
| Equity Award | Grant Date | Number of Options | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|
| Nonqualified stock options (2020 Plan) | Nov 5, 2025 | 28,517 | $15.78 | Vests in full on the earlier of immediately prior to the 2026 annual meeting or the first anniversary of grant; standard option agreement terms apply | |
| Non-employee director equity eligibility | N/A | N/A | N/A | Dr. Mates is entitled to non-employee director compensation per the proxy |
Performance metrics tied to director compensation:
| Metric Category | Disclosed Terms |
|---|---|
| Performance link | None disclosed for non-employee director equity grants; vesting is time-based as described |
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Medincell (Euronext: MEDCL) | Director | Biopharmaceuticals | No related-party transactions with Benitec requiring disclosure |
| Intra-Cellular Therapies (prior) | Chairman & CEO | CNS/mental health | Prior leadership role; no related-party transactions with Benitec requiring disclosure |
The Company disclosed there have been no transactions involving Dr. Mates (or immediate family) requiring Item 404(a) related-party disclosure .
Expertise & Qualifications
- Long-tenured biopharma operator with full lifecycle experience (discovery to commercialization), including leading ITI’s FDA approval for CAPLYTA and strategic sale to J&J in 2025 .
- Academic credentials include a Ph.D. (University of Washington), B.S. (Ohio State), and postdoctoral fellowships at MGH/Harvard Medical School .
- Independent governance status affirmed by the Board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 0 | Form 3 filed Nov 7, 2025 states “No securities are beneficially owned” |
| Ownership % of outstanding shares | 0% | Based on 26,250,469 shares outstanding at Oct 10, 2025 and zero beneficial shares |
| Options outstanding | 28,517 | Grant Nov 5, 2025; unvested initially |
| Vested vs unvested | 0 vested; 28,517 unvested | Vesting in full on earlier of immediately prior to 2026 annual meeting or first anniversary |
| Hedging/pledging | Prohibited | Company hedging and pledging policy applies to directors |
Insider filings:
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Nov 7, 2025 | Filed as director; reported no securities beneficially owned |
| 8‑K (Item 5.02) | Nov 3, 2025 | Appointed as Class I director; independence determination; option grant sized at $450,000 divided by grant-date closing price; vesting details; indemnification agreement |
| DEFA14A (Additional Proxy Materials) | Nov 12, 2025 | Confirms appointment; Board size increase; specific option count (28,517) and exercise price ($15.78); vesting terms; independence |
Governance Assessment
- Strengths: Independent director with proven C‑suite leadership and commercialization track record; initial equity grant supports alignment; no related-party transactions; hedging/pledging prohibited; standard indemnification in place .
- Transparency: Appointment and compensation terms clearly disclosed in 8‑K/DEFA14A; Form 3 filed promptly with zero beneficial ownership at appointment (options disclosed separately) .
- Committee impact: As of latest proxy, committee chairs/members are established; no public disclosure yet of Dr. Mates’s committee assignments—investors should monitor updates to see where her expertise (commercialization, late-stage development) is deployed .
- Pay structure signals: Director equity vests time-based (full vest within ~1 year); no performance-based metrics tied to director equity grants; cash retainer plus committee fees per FY2025 policy .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, or independence; performance linkage for director pay is limited (time-based vesting) rather than outcome-based, which is typical for directors but reduces pay-for-performance signaling .