Carol Stuckley
About Carol Stuckley
Independent non‑executive director; age 69 as of April 24, 2025; joined Centessa’s board in May 2021. Former Pfizer vice president and assistant treasurer and CFO/SVP at Healthcare Payment Specialists, with public-company board experience at Ipsen S.A., Epizyme, Inc., and Transgene. Education: B.A. in Economics and French (University of Delaware, 1977), M.B.A. in International Business and Finance (Temple University, Fox School, 1979), M.A. in Economics (Temple University, 1980). Designated “audit committee financial expert” and chairs Centessa’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare Payment Specialists, LLC | Chief Financial Officer & SVP | Jun 2015–Jul 2019 | Company acquired by TransUnion in 2018 (transactional exposure/finance leadership) |
| Galderama Laboratories, L.P. | Vice President, Finance North America | Not disclosed | Regional finance leadership (consumer/dermatology) |
| Pfizer, Inc. | Vice President, Assistant Treasurer and Corporate Officer | ~23‑year career | Corporate treasury, capital markets, governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transgene (Euronext Paris) | Director | Current | Current public company directorship |
| Epizyme, Inc. (NASDAQ) | Director | Nov 2021–Aug 2022 | Company acquired in Aug 2022 |
| Ipsen S.A. (Euronext Paris) | Director | Jun 2017–Aug 2021 | European pharma board service |
Board Governance
- Board class: Class II director; term expires at the 2026 AGM (staggered board structure) .
- Independence: Board has determined all directors except CEO are independent (includes Ms. Stuckley) .
- Committee assignments: Audit Committee chair; members include Stuckley (chair), Arjun Goyal, and Mary Lynne Hedley .
- Audit committee financial expert: Board designated Carol Stuckley as “audit committee financial expert” per SEC rules .
- Committee activity & attendance: In 2024 the Board met 4 times; Audit Committee met 5 times; Compensation Committee met 5 times; Nominating & Corporate Governance met 0 times. All directors attended ≥75% of Board/committee meetings in 2024 . Directors are expected to attend AGMs; all directors except Samarth Kulkarni attended the 2024 AGM (indicates engagement) .
- Trading/hedging policy: Company prohibits directors and employees from hedging, short sales, and pledging company stock; derivative transactions are prohibited .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board member annual cash retainer | $40,000 | Non‑employee director policy |
| Audit Committee chair retainer | $20,000 | Non‑employee director policy |
| Audit Committee member retainer (non‑chair) | $10,000 | Policy baseline |
| Compensation Committee chair/member retainers | $15,000 / $7,500 | Policy baseline |
| Nominating & Corporate Governance chair/member retainers | $10,000 / $5,000 | Policy baseline |
| Director (2024) | Cash Fees (USD) | Option Awards (USD, grant‑date fair value) | Total (USD) |
|---|---|---|---|
| Carol Stuckley, M.B.A. | $60,000 | $287,242 | $347,242 |
Performance Compensation
| Equity Structure | Terms | Vesting | Notes |
|---|---|---|---|
| Initial option grant (upon first election) | 80,000 options (revised effective May 19, 2022) | 36 equal monthly installments over 3 years, service‑based | Subject to full acceleration upon sale of company |
| Annual option grant (each AGM) | 40,000 options | Vests in full on earlier of 1 year or next AGM, service‑based | Subject to full acceleration upon sale of company |
| Per‑director annual cap | $750,000 after first year; $1,000,000 in first year | N/A | Aggregate cash + equity cap |
| Equity Outstanding (as of 12/31/2024) | Amount |
|---|---|
| Options held by Carol Stuckley | 352,474 options |
Clawback and malus: Company adopted a Compensation Recovery Policy consistent with Exchange Act Rule 10D‑1; malus/clawback apply to incentive‑based compensation (including stock price/TSR‑based awards) with recovery for three years preceding restatement; for share awards post‑2022 AGM, malus/clawback can reduce or cancel unvested awards, extendable if investigations are ongoing .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation or reciprocal interlocks disclosed in the prior three years .
- Related party transactions: Other than compensation arrangements and disclosed agreements (e.g., indemnities, registration rights with certain large holders), no related person transactions since Jan 1, 2023 meeting the $120,000 threshold were reported (none specific to Ms. Stuckley) .
Expertise & Qualifications
- Finance and treasury leadership (Pfizer assistant treasurer), CFO/SVP experience (Healthcare Payment Specialists), and audit committee chair credentials; designated audit committee financial expert .
- International pharma governance exposure (Ipsen, Transgene) and U.S. biotech board experience (Epizyme) .
- Advanced degrees in economics and business; multilingual background (Economics and French) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Carol Stuckley, M.B.A. | 304,474 | 0.23% | Options exercisable within 60 days of Apr 24, 2025 |
- Shares outstanding reference base: 133,598,369 ordinary shares as of April 25, 2025 .
- Policy prohibits pledging and derivative transactions by directors (alignment, risk control) .
Say‑on‑Pay & Shareholder Feedback (2025 AGM)
| Item | For | Against | Withheld | Outcome |
|---|---|---|---|---|
| Advisory approval of UK statutory directors’ remuneration report (FY2024) | 116,941,438 | 395,738 | 7,620,097 | Approved |
| Approval of Directors’ Remuneration Policy | 116,981,580 | 376,720 | 7,598,973 | Approved |
Additional AGM outcomes: All proposals passed; all director nominees elected; quorum established with 124,956,837 shares present or by proxy (entitled 133,719,291) .
Governance Assessment
- Board effectiveness: Ms. Stuckley’s audit chair role and “financial expert” designation support oversight quality; audit responsibilities include ICFR, related‑party review, earnings release oversight, and cybersecurity strategy—key for investor confidence in controls and disclosure quality .
- Independence & engagement: Independent director with ≥75% meeting attendance in 2024 and AGM attendance expectations met historically (2024) .
- Incentives & alignment: Director pay mix is equity‑heavy by grant‑date value ($287,242 options vs $60,000 cash in 2024), and company prohibits hedging/pledging, improving alignment with shareholders .
- Shareholder support: Strong approvals for remuneration report and policy in 2025 (minimal opposition), signaling broad investor acceptance of governance and pay structure .
Red Flags to monitor
- Staggered board structure can delay changes in control or board refreshment; investors may scrutinize responsiveness during strategic inflections .
- Capital authorization/pre‑emption disapplication passed (Resolutions 9–10), increasing issuance flexibility; dilution risk should be monitored alongside governance safeguards .
Net view: Carol Stuckley brings deep finance and public‑company governance experience, chairs a robustly scoped Audit Committee, and is clearly independent and engaged. Compensation structure and policies (no hedging/pledging; clawback) and strong shareholder votes indicate favorable governance signals, with staggered board and share issuance flexibility as standard but watch‑listed items.