Stephen Webster
About Stephen Webster
Stephen Webster, 64, has served as an independent Class III director of Cullinan Therapeutics (CGEM) since September 2020; his current term expires at the 2026 annual meeting . He is the Audit Committee Chair and designated “audit committee financial expert,” with prior CFO roles at Spark Therapeutics (2014–2019, through its $4.8B acquisition by Roche) and Optimer Pharmaceuticals (2012–2013). He holds an A.B. in Economics from Dartmouth College and an M.B.A. in Finance from Wharton . The board has determined he is independent under Nasdaq and SEC rules; independent directors meet at least annually in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Therapeutics, Inc. | Chief Financial Officer | Jul 2014–Dec 2019 | Led finance through sale to Roche for $4.8B |
| Optimer Pharmaceuticals Inc. | SVP & Chief Financial Officer | Jul 2012–Oct 2013 | Finance leadership through sale to Cubist |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextCure, Inc. | Director | Current | Not disclosed in CGEM proxy |
| Private company (unnamed) | Director | Current | Not disclosed |
| Nabriva Therapeutics AG | Director | Prior | Not disclosed |
| Gritstone bio, Inc. | Director | Prior | Not disclosed |
| TCR2 Therapeutics Inc. | Director | Prior | Not disclosed |
Board Governance
- Committee assignments (as of Apr 25, 2025):
- Audit Committee: Chair; independent; financial expert designation; committee met 4 times in 2024
- Compensation Committee: Member; committee met 5 times in 2024; oversees clawback policy and director pay
- Nominating & Corporate Governance Committee: Member; committee met 6 times in 2024
- Independence and attendance:
- Independent director under Nasdaq/SEC rules
- Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting
- Board leadership and oversight: Chair separate from CEO; board emphasizes risk oversight through committees
Fixed Compensation
| Component (2024 schedule) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $40,000 | Non-employee director |
| Audit Committee Chair fee | $15,000 | Chair premium |
| Compensation Committee member fee | $5,000 | Member |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member |
| 2024 Cash Fees Paid (Stephen Webster) | $65,000 | Matches component sum |
Policy update effective Feb 2025: audit chair increased to $20,000; compensation member to $6,000; board chair premium to $35,000; other updates as specified .
Performance Compensation
| Item | 2024 Value / Terms | 2025 Policy Update |
|---|---|---|
| Annual director option grant (fair value) | $164,864 (Stephen Webster) | Annual grant fair value increased to $215,000 |
| Initial director option grant (policy) | $275,000 fair value (policy) | Increased to $359,000 |
| Vesting (annual grant) | Vests in full on earlier of 1-year anniversary or next annual meeting; service-based; accelerates upon sale of Company | Same terms |
No performance metrics (TSR/EBITDA/ESG) are tied to director equity; awards are service-vested options under the non-employee director policy .
Other Directorships & Interlocks
- Current: NextCure, Inc.; one private company board
- Prior: Nabriva Therapeutics AG; Gritstone bio, Inc.; TCR2 Therapeutics Inc.
- Potential interlocks/conflicts: None disclosed involving CGEM counterparties; CGEM’s audit committee (chaired by Webster) reviews related person transactions ≥$120,000 under a formal policy . CGEM disclosed royalty transfer agreements with foundations affiliated with a 5% holder (UBS Oncology Impact Fund), but no director-specific conflict cited .
Expertise & Qualifications
- Designated Audit Committee Financial Expert by the board
- Prior public-company CFO experience (Spark, Optimer); M&A and capital markets track record
- Education: A.B. Economics (Dartmouth); M.B.A. Finance (Wharton)
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 68,014 shares (options vested & exercisable within 60 days of Apr 1, 2025) | Footnote indicates options only |
| Ownership % of outstanding | <1% | As disclosed |
| Outstanding option awards (12/31/2024) | 83,820 shares | Aggregate outstanding options |
| Direct common shares | Not disclosed (beneficial ownership footnote lists options only) | — |
| Pledging/hedging | Company policy prohibits derivative transactions; highlights risk of margin/pledged collateral; 10b5-1 plans permitted | No pledging disclosed |
Governance Assessment
- Board effectiveness: Webster’s finance and CFO background aligns with his role as Audit Chair and financial expert, strengthening oversight of financial reporting and internal controls .
- Independence and engagement: Independent under Nasdaq/SEC rules; meets attendance thresholds; serves on all three key committees, indicating high engagement .
- Compensation alignment: Director pay is predominantly option-based with service vesting; 2025 increases bring equity/cash retainers closer to peer market, preserving equity alignment while modestly increasing fixed fees .
- Conflicts/related-party exposure: No director-specific related party transactions disclosed; CGEM has a formal related person transaction policy overseen by the audit committee .
- Risk indicators: No legal proceedings or adverse interests disclosed for directors; Section 16(a) filing compliance affirmed for 2024 .
RED FLAGS
- None disclosed specific to Webster: no related-party transactions, no legal proceedings, no Section 16(a) delinquencies; derivative transactions prohibited by policy; no pledging disclosed .
Supporting references
- Board/committee structure, independence, attendance, and executive sessions
- Director biography, age, tenure, education, and external boards
- Director compensation (cash and options), policy terms, and 2025 updates
- Beneficial ownership and option holdings
- Related person transaction policy and disclosed agreements
- Audit Committee report and Webster’s role as chair