Stephen Fawell, Ph.D.
About Stephen Fawell, Ph.D.
Independent Class III director at C4 Therapeutics since September 2024; age 65. Ph.D. in biochemistry (University of Leeds) and B.S. in applied biology (University of Bradford). Career scientist-executive with deep oncology small-molecule discovery leadership at AstraZeneca, Merck, Novartis and Biogen; currently serves on C4T’s Science & Technology Committee and is classified independent by the Board and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca plc | Vice President, Head of Oncology Small Molecule Drug Discovery | Mar 2013–Jun 2024 | Transitioned >25 new drugs into clinic; advanced camizestrant, ceralasertib, saruparib into late-stage; supported Tagrisso, Lynparza, Calquence, Truqap development/approvals; helped build TPD platform |
| Merck & Co., Inc. | Vice President, Worldwide Franchise Discovery Head, Oncology | May 2010–Oct 2012 | Led preclinical efforts and global discovery collaborations |
| Novartis Institutes for Biomedical Research | Executive Director, Drug Discovery Head, Oncology | 1990–2010 (part of combined Novartis/Biogen tenure) | Oncology discovery leadership |
| Biogen, Inc. | Roles of increasing responsibility | 1990–2010 (part of combined Novartis/Biogen tenure) | Early career research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | Number of other public boards for Fawell: 0 |
Board Governance
- Board class and tenure: Class III; term expires at 2026 annual meeting .
- Committee assignments: Member, Science & Technology Committee (STC); STC chaired by Donna Grogan, M.D. .
- Independence: Board determined all non-employee directors—including Fawell—are independent; Board separately affirmed Fawell’s Nasdaq independence at appointment .
- Attendance: Board met 7 times in 2024; STC met 4 times; each director attended in person or participated in ≥75% of applicable Board and committee meetings; directors attended 2024 annual meeting .
- Executive sessions: Corporate governance guidelines require independent director executive sessions at least annually .
- Indemnification: Company entered into standard director indemnification agreement with Fawell upon appointment .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash fees (prorated) | $15,375 | Reflects partial-year Board and STC service starting Aug/Sept 2024 |
| Annual Board retainer policy | $40,000 (non-employee director) | Payable in cash or unrestricted shares; policy in effect Mar 2024/Mar 2025 |
| Committee retainer policy (OLCC) | Member: $5,000 (2024) / $6,000 (2025); Chair: $10,000 (2024) / $12,000 (2025) | Applied if serving on OLCC; Fawell not a member in 2024 |
| Committee retainer policy (Audit) | Member: $7,500; Chair: $15,000 | Fawell not a member |
| Committee retainer policy (STC) | Member: $5,000 (2024) / $6,000 (2025); Chair: $10,000 (2024) / $12,000 (2025) | Fawell member; chair is Grogan |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms | Exercise Price |
|---|---|---|---|---|---|
| Non-employee director stock option (initial) | Aug 29, 2024 | 65,000 | $417,950 (FY2024) | 33% at 1st anniversary; remainder quarterly over next 2 years, subject to continued service | Fair market value at grant date per policy |
Program structure: Continuing directors receive annual options (32,500 shares in 2024, increased to up to 35,500 shares or ≤$650k grant-date fair value in 2025), vesting fully by the next annual meeting or one year, at FMV exercise price .
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Conflict Considerations |
|---|---|---|---|
| None disclosed | — | — | Board matrix shows 0 other public boards for Fawell; no interlocks disclosed . |
Expertise & Qualifications
- Oncology and small-molecule drug discovery leadership; >25 programs into clinic; support for multiple approved therapies (Tagrisso, Lynparza, Calquence, Truqap) .
- Targeted protein degradation platform-building experience at AstraZeneca; aligns tightly with C4T’s TORPEDO platform strategy .
- Past senior roles at Merck, Novartis, Biogen; advanced global discovery collaborations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Outstanding | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|---|
| Stephen Fawell, Ph.D. | 0 (— in table) | <1% | 65,000 | 0 | Shares outstanding baseline: 71,007,083 as of Apr 22, 2025 |
- Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, and pledging of company securities; Rule 10b5-1 plans subject to additional requirements .
Compensation Committee Analysis
- OLCC composition (2024): Independent directors; chaired by Bruce Downey; Steven Hoerter to chair OLCC post-Annual Meeting 2025 .
- Independent consultant: Pearl Meyer advised OLCC; conflict-of-interest evaluation found none .
- Option repricing governance: Company repriced employee options in Mar 2024 (directors excluded; CEO excluded); subsequently amended 2020 Plan in Oct 2024 to prohibit future repricing without prior shareholder approval—a constructive governance response .
Related Party Transactions
- Policy: Audit Committee pre-approves and reviews related-person transactions (Item 404) .
- Disclosures: No related-party transactions ≥$120,000 since Jan 1, 2023 involving directors/executives/5% holders or their immediate family/affiliates, other than compensation arrangements .
Shareholder Signals
- Say-on-pay (2024): 74% approval; Board/OLCC considered feedback and amended equity plan to remove unilateral repricing ability .
- Board leadership split: Independent Chair (Ronald Cooper) separate from CEO, consistent with governance best practice .
Governance Assessment
- Strengths: Clear independence; relevant domain expertise on STC; constructive response to shareholder feedback on option repricing; formal clawback policy consistent with Nasdaq rules; robust insider trading and anti-hedging/pledging policy .
- Alignment: Initial director option grant provides equity-based at-risk exposure; however, current beneficial share ownership for Fawell is reported at zero as of Apr 22, 2025, with options not yet exercisable—watch for accumulation over time to improve “skin-in-the-game” optics .
- Engagement: Attendance thresholds met; active STC participation aligns expertise with oversight of R&D strategy; indemnification standard for directors .
- Conflicts/Red Flags: No legal proceedings involving directors; no related-party transactions; directors excluded from 2024 employee option repricing; no pledging permitted by policy—no material governance red flags identified at this time .