Mary Thistle
About Mary Thistle
Independent director of Cullinan Therapeutics (CGEM) since August 8, 2024; age 65. Background spans finance and business development leadership in biopharma, including senior roles at Dimension Therapeutics and Cubist Pharmaceuticals, plus governance experience across multiple public biotech boards. Education: B.S. in Business and Accounting from the University of Massachusetts, Boston; former Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Medical Research Institute | Chief of Staff | Jan 2018–Fall 2020 | Senior operating leadership for nonprofit biotech |
| Bill & Melinda Gates Medical Research Institute | Special Advisor | Fall 2020–June 2022 | Strategic advisory capacity |
| Dimension Therapeutics, Inc. | Chief Business Officer | 2015–2016 | Business development leadership |
| Dimension Therapeutics, Inc. | Chief Operating Officer | 2016–2017 | Operational oversight |
| Cubist Pharmaceuticals, Inc. | Senior Vice President, Business Development | 2014–2015 | Corporate BD lead |
| Cubist Pharmaceuticals, Inc. | Vice President, Business Development | 2012–2013 | BD leadership |
| Cubist Pharmaceuticals, Inc. | Senior Director, Business Development | 2009–2012 | BD execution |
| ViaCell, Inc.; PerkinElmer Inc. | Various positions | Not disclosed | Early career roles |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Q32 Bio Inc. (formerly known as Homology Medicines, Inc.) | Director | Since Mar 2018 | Public biotech board |
| Entrada Therapeutics, Inc. | Director | Since May 2021 | Public biotech board |
| Vigil Neuroscience, Inc. | Director | Since Apr 2022 | Public biotech board |
| Alaunos Therapeutics, Inc. (formerly Ziopharm Oncology, Inc.) | Director | Nov 2020–Dec 2023 | Former public biotech board |
| Multiple private companies | Director | Not disclosed | Private company boards |
Board Governance
- Independence: Board determined all directors other than CEO Nadim Ahmed are independent; Thistle is independent under Nasdaq and SEC rules .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Anne‑Marie Martin, Ph.D.); not on Audit or Compensation Committees .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; full board met five times; Compensation five; Audit four; Nominating & Corporate Governance six .
- Tenure/class: Class II director; nominated for election at the June 12, 2025 annual meeting for term ending at 2028 annual meeting .
- Governance practices: Independent directors meet at least annually in executive session; board leadership separated from CEO role .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 17,727 | Pro-rated from Aug 8, 2024 start |
| Option Awards (ASC 718 grant-date fair value) | 274,819 | Initial non-employee director grant |
| Total | 292,546 | 2024 director compensation |
| Non-Employee Director Cash Retainers (in effect as of Dec 31, 2024) | Annual ($) | Notes |
|---|---|---|
| Board Member | 40,000 | Base retainer |
| Additional Retainer – Non‑Executive Chair | 33,000 | Role premium |
| Audit Committee – Member | 7,500 | Committee fee |
| Audit Committee – Chair | 15,000 | Committee chair fee |
| Compensation Committee – Member | 5,000 | Committee fee |
| Compensation Committee – Chair | 10,000 | Committee chair fee |
| Nominating & Corporate Governance – Member | 5,000 | Committee fee |
| Nominating & Corporate Governance – Chair | 10,000 | Committee chair fee |
| Director Comp Policy Updates (Effective Feb 2025) | New Value ($) | Prior Value ($) | Notes |
|---|---|---|---|
| Initial Option Grant – Fair Value | 359,000 | 275,000 | Increase per Compensation Committee after peer review |
| Annual Option Grant – Fair Value | 215,000 | 165,000 | Increase per Compensation Committee |
| Additional Retainer – Non‑Executive Chair | 35,000 | 33,000 | Cash retainer update |
| Audit Committee – Member | 10,000 | 7,500 | Cash retainer update |
| Audit Committee – Chair | 20,000 | 15,000 | Cash retainer update |
| Compensation Committee – Member | 6,000 | 5,000 | Cash retainer update |
| Compensation Committee – Chair | 12,000 | 10,000 | Cash retainer update |
Performance Compensation
| Equity Component | Vesting | Performance Metrics | Change-of-Control Treatment |
|---|---|---|---|
| Initial Option Grant (non-employee directors) | Equal installments on 1st, 2nd, 3rd anniversaries | None disclosed (service-based) | Vests in full upon sale of the Company |
| Annual Option Grant (non-employee directors) | Vests fully on earlier of 1-year or next annual meeting | None disclosed (service-based) | Vests in full upon sale of the Company |
| Mary Thistle – 2024 Equity Detail | Value/Units | Terms |
|---|---|---|
| Option Awards (grant-date fair value) | $274,819 | Initial director grant; service-based vesting per policy |
| Options Outstanding at 12/31/2024 | 25,743 shares | Aggregate number subject to outstanding option awards |
No director-level performance metrics (e.g., TSR, revenue, ESG) are tied to non-employee director compensation; awards are service-based options per policy .
Other Directorships & Interlocks
| Company | Relationship to CGEM | Interlock/Conflict Notes |
|---|---|---|
| Q32 Bio Inc.; Entrada Therapeutics, Inc.; Vigil Neuroscience, Inc. | Unrelated public biotech boards | No related-party transactions with these entities disclosed by CGEM since Jan 1, 2023 |
| Alaunos Therapeutics, Inc. (former) | Unrelated public biotech board | Former role ended Dec 2023; no CGEM related-party exposure disclosed |
Expertise & Qualifications
- Finance and business development expertise; senior BD leadership at Cubist and CBO/COO experience at Dimension Therapeutics .
- Board experience across multiple public biotech companies; industry operator and nonprofit biotech leadership at Gates MRI .
- Education and credentialing aligned to audit/governance literacy: B.S. Business & Accounting; former CPA .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of Apr 1, 2025) | — shares; <1% | None of her options vested within 60 days of Apr 1, 2025 |
| Options Outstanding (12/31/2024) | 25,743 shares | Aggregate options held; vesting per director policy |
| Pledging/Hedging | Policy addresses pledging risk and prohibits derivative transactions and derivative securities purchases; 10b5‑1 permitted | Insider trading policy and trading/pledging/hedging section |
Governance Assessment
- Strengths: Independent director; member of Nominating & Corporate Governance Committee; attendance threshold met in 2024; diversified governance and operating background across biotech and nonprofit; board maintains executive sessions and separated Chair/CEO roles .
- Alignment: Director pay is predominantly equity via options with multi‑year service vesting; policy updated Feb 2025 to maintain market competitiveness—signals active pay governance and external benchmarking (Compensia) .
- Conflicts/Related Party: CGEM discloses no related‑party transactions involving directors since Jan 1, 2023; royalty arrangements exist with foundations affiliated with a 5% holder (UBS Oncology Impact Fund L.P.), but no link to Thistle .
- Watch items:
- Low disclosed beneficial ownership as of Apr 1, 2025 (no vested ownership within 60 days) may temper “skin‑in‑the‑game” optics until vesting accrues .
- Multiple external public boards in biotech elevate potential information‑flow sensitivity; continue monitoring for any CGEM transactions with entities where Thistle serves .
- Director equity accelerates upon a sale of the Company; while common, investors should note potential optics around transaction incentives .