Mary Ann Gray
About Mary Ann Gray
Mary Ann Gray, Ph.D., is an independent Class I director of Compass Therapeutics (CMPX) since April 2022; her current term runs to the 2027 annual meeting. She is 72, holds a B.S. from the University of South Carolina, a Ph.D. in pharmacology from the University of Vermont, and completed post-doctoral work at Northwestern University Medical School and Yale School of Medicine. She is president of Gray Strategic Advisors, LLC, and previously served as a senior analyst and portfolio manager at Federated Kaufmann Fund and as a biotechnology equity research analyst; earlier, she was a senior scientist at Schering-Plough Research and NeoRx Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federated Kaufmann Fund | Senior Analyst & Portfolio Manager | — | Led biotech investment research and portfolio management |
| Multiple sell-side firms | Biotechnology Equity Research Analyst | — | Covered biopharma; research and valuation expertise |
| Schering-Plough Research | Senior Scientist | — | Laboratory R&D experience |
| NeoRx Corporation | Senior Scientist | — | Laboratory R&D experience |
| Gray Strategic Advisors, LLC | President | Sep 2003–present | Strategic planning and advisory for biotech |
External Roles
| Company | Role | Exchange/Ticker | Committees/Notes |
|---|---|---|---|
| BioAtla, Inc. | Director | Nasdaq: BCAB | Serves on audit committees of three boards she sits on |
| Keros Therapeutics, Inc. | Director | Nasdaq: KROS | Serves on audit committees of three boards she sits on |
| Rapt Therapeutics, Inc. | Director | Nasdaq: RAPT | Serves on audit committees of three boards she sits on |
Board Governance
- Independence: Board determined all directors except CEO Thomas J. Schuetz are independent under Nasdaq and SEC rules; Gray is independent .
- Committee assignments:
- Audit Committee: Served until March 2024; replaced by James Boylan thereafter; 2024 Audit Committee met 4 times, with each then-current member at least 75% attendance; Richard S. Lindahl is the designated financial expert .
- Compensation Committee: Current member; Compensation Committee met 4 times in 2024 with members at least 75% attendance; all members independent .
- Nominating & Corporate Governance Committee: Not listed as current member; this committee met 3 times in 2024 with 100% attendance .
- Board attendance and engagement: Full Board met 6 times in 2024; each director attended ≥75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Chair is Carl L. Gordon; vice chairman is CEO Thomas J. Schuetz; separation of chair and CEO roles for oversight .
Fixed Compensation
| Component | Structure | Mary Ann Gray Actuals (2024) |
|---|---|---|
| Annual Director Retainer (cash) | $45,000, paid quarterly | $46,250 fees earned in cash |
| Committee Membership Fee (cash) | $5,000 per committee | Included in total cash figure (no separate line disclosed) |
| Committee Chair Fees (cash) | Audit Chair $10,000; Board Chair $15,000 | Not applicable (not chair) |
| Meeting Fees | Not disclosed (structure is retainers) | Not disclosed |
Performance Compensation
| Element | Details | Mary Ann Gray (2024) |
|---|---|---|
| Annual option grant policy | Target 40,000 options for existing directors; 50,000 at initial appointment; vest monthly over 4 years; grants subject to Board approval | Policy applies; specific 2024 option count not separately disclosed |
| Option award value (2024) | Fair value per FASB ASC 718 | $45,683 option award fair value |
| Stock awards (RSUs) | Not issued in 2024 to directors | $0 stock awards |
| Unexercised options (12/31/2024) | Aggregate unexercised options held | 125,000 unexercised options |
| Vesting schedule (director options) | Equal monthly installments over 48 months from grant date | Applies to her director grants |
Notes: The director option award fair value reflects accounting cost at grant and may differ from realized economic value .
Other Directorships & Interlocks
- Interlock: Gray and CMPX Chair Carl L. Gordon both serve on Keros Therapeutics’ board, creating a shared external board relationship. Gordon’s other public boards include Keros, Adicet Bio, ArriVent, MBX Biosciences, and Terns, among others .
- Boylan external boards: Immunome, Zenas BioPharma, Graviton Bioscience, CAMP4 Therapeutics; no overlaps with Gray’s BCAB/RAPT (aside from KROS with Gordon) .
Expertise & Qualifications
- Scientific and industry background: Ph.D. in pharmacology; senior scientist roles at Schering-Plough and NeoRx; extensive biotech strategy via Gray Strategic Advisors .
- Financial and audit expertise: Serves on audit committees of three public companies; Board cited her high-level accounting and financial expertise as a key attribute .
- Board selection criteria: Nominating & Governance Committee emphasized ethics, sound judgment, complementary skills, and time/energy commitment .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/31/2025) | 72,236 shares; less than 1% of outstanding |
| Ownership composition | Consists of options exercisable within 60 days (no common shares indicated) |
| Unexercised options (12/31/2024) | 125,000 options outstanding |
| Exercisable vs. unexercisable | 72,236 exercisable within 60 days; remainder unexercisable at reference date |
| Pledging/Hedging status | Company policy prohibits short sales and derivatives; pledging requires Audit Committee approval; no pledging by Gray disclosed |
Governance Assessment
- Independence and attendance: Gray meets Nasdaq/SEC independence; board/committee attendance thresholds achieved; attended the 2024 annual meeting—favorable engagement signals .
- Committee effectiveness: Transitioned off Audit Committee in March 2024 and onto Compensation Committee; Audit retains a designated financial expert; Compensation Committee independence maintained—neutral-to-positive for governance continuity .
- Ownership alignment: Beneficial ownership consists of options with limited near-term ownership in common shares; alignment primarily via at-risk equity rather than cash, but overall ownership stake is de minimis (<1%)—moderate alignment .
- Compensation mix: 2024 director pay comprised cash retainers plus an option grant (fair value $45,683) with 4-year monthly vesting; no RSUs for directors in 2024—structure favors long-term equity incentives over guaranteed cash beyond retainers .
- Interlocks and potential conflicts: Shared Keros board seat with CMPX Chair Carl L. Gordon indicates network interlock; Board acknowledges multiple external board roles for Gray and Gordon and asserts this is in stockholders’ best interests; monitor for information flow and potential conflicts, particularly around compensation and audit oversight boundaries .
- Related-party and red flags: No related-party transactions involving Gray disclosed; insider trading policy restricts hedging/derivatives and requires approval for pledging—no hedging/pledging disclosed; as an emerging growth company, CMPX is not required to hold say-on-pay votes—reduces a direct shareholder check on compensation .
Overall: Gray brings substantial biotech, analytical, and audit-committee experience; independence and attendance appear solid. Key monitoring points are her limited common-share ownership, the Keros interlock with the Chair, and workload across multiple public boards—factors that can affect investor confidence if not balanced with robust committee governance and continued disclosure .