Heather Berger
About Heather Berger
Heather Berger, Ph.D. (age 50) is an independent Class I director of Design Therapeutics, serving since June 2021; her current term expires at the 2025 annual meeting and she is nominated for a term ending in 2028 . She is currently Chief Business Officer at Iolyx Therapeutics (since May 2023), and previously held investing roles at SR One/S.R. One Limited and Sofinnova Ventures, as well as sell-side analyst roles at Wedbush and JMP Securities; she began her career in early-stage drug discovery at Astellas and adjunct teaching at Northwestern . Education: Ph.D. in Chemistry (Northwestern), M.S. in Organic Chemistry (Weizmann Institute), B.S. (Tufts) . The Board has affirmatively determined all directors other than the CEO are independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SR One / S.R. One Limited (GSK Equity Investments) | Principal | Apr 2019–Sep 2020; Sep 2020–Dec 2022 (SR One) | Life sciences venture investing |
| Sofinnova Ventures | Principal (biopharma investments) | Jan 2017–Dec 2018 | Investor focus in biopharma |
| Wedbush Securities | SVP, Biotechnology Sell-side Analyst | Aug 2014–Dec 2016 | Equity research coverage |
| JMP Securities | Associate | Sep 2010–Jun 2014 | Equity research support |
| Astellas Research Institute | Early-stage drug discovery | Prior to 2010 | R&D scientific work |
| Northwestern Feinberg School of Medicine | Adjunct Professor | Prior to 2010 | Academic teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iolyx Therapeutics | Chief Business Officer | Since May 2023 | Current executive role |
Board Governance
- Independence: Independent director under Nasdaq rules (Board determined all directors other than the CEO are independent) .
- Board Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Committees and Chairs:
- Audit Committee: Member (joined April 1, 2024); Chair: John Schmid; 2024 meetings: 4 .
- Research & Development (R&D) Committee: Member; Chair: Rodney Lappe; 2024 meetings: 4 .
- Compensation Committee: Not a member; Chair: Arsani William; 2024 meetings: 2 .
- Nominating & Corporate Governance Committee: Not a member; Chair: Rodney Lappe; 2024 meetings: 1 .
- Lead Independent Director: Simeon George (appointed August 2023) .
- Annual Meeting Engagement: Directors invited to attend; attendees at 2024 annual meeting were Pratik Shah, Deepa Prasad, and John Schmid .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $53,125 | Consistent with base annual cash retainer ($40,000) plus committee member retainers (Audit $7,500; R&D $7,500) with Audit membership effective Apr 1, 2024 (prorated) |
| Total director cash compensation policy (for reference) | Base $40,000; Committee member retainers: Audit $7,500; Compensation $6,000; Nominating $5,000; R&D $7,500; Committee chair retainers: Audit $20,000; Compensation $12,000; Nominating $10,000; R&D $8,000 | Policy amended Dec 2023, effective Jan 1, 2024 |
Performance Compensation
| Equity Grant Mechanics | FY2024/Policy Details | Notes |
|---|---|---|
| Annual option grant (policy) | 19,000 options at each annual meeting; vests monthly over 12 months; 10-year term; full vesting on change in control | Granted under 2021 Plan |
| Initial option grant (policy) | 30,000 options at appointment; vests monthly over 36 months | Granted under 2021 Plan |
| FY2024 option award (fair value) | $51,980 | Aggregate grant-date fair value under ASC 718 |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Entasis Therapeutics Holdings Inc. | Director | Aug 2017–Jul 2022 | Public biopharma; prior board experience |
| Second Genome | Director | Nov 2020–Dec 2022 | Private company; prior board experience |
| SR One ecosystem | Prior Principal roles | 2019–2022 | Board currently includes SR One’s Simeon George; SR One Capital Fund beneficially owns 11.5%—George deemed beneficial owner via GP roles |
Expertise & Qualifications
- Deep biopharma investing and capital markets expertise (SR One, Sofinnova; sell-side analyst at Wedbush/JMP) .
- Scientific foundation in chemistry and early-stage discovery (Astellas; Ph.D. Northwestern; M.S. Weizmann) .
- Current operating role (CBO) providing contemporary perspective on BD and R&D prioritization .
- Audit Committee experience beginning April 2024; R&D Committee membership supports scientific oversight .
Equity Ownership
| Ownership Detail | Amount | As-of Date | Notes |
|---|---|---|---|
| Shares owned directly | 1,300 | Mar 31, 2025 | Footnote (14) |
| Options exercisable within 60 days | 77,416 | Mar 31, 2025 | Included in beneficial ownership |
| Total beneficial ownership | 78,716; <1% | Mar 31, 2025 | Less than 1% of outstanding |
| Total options outstanding (directors) | 79,000 (Berger) | Dec 31, 2024 | Aggregate outstanding options |
| Hedging/Pledging status | Company policy prohibits pledging, margin, options trading, short sales, hedging | Policy applies to directors |
Stock ownership guidelines for directors are not disclosed; the company maintains Dodd-Frank–compliant clawback policy for incentive compensation (primarily executive-focused) .
Governance Assessment
- Independence and committee contributions: Berger is independent and serves on Audit (from Apr 1, 2024) and R&D committees, supporting both financial oversight and scientific program governance; Board and committees met regularly in 2024, and all directors met at least 75% attendance thresholds .
- Compensation alignment: Cash fees follow the amended 2024 director policy; equity is delivered via options with time-based vesting, 10-year term, and change-in-control acceleration—aligning incentives with long-term shareholder value rather than short-term meeting fees .
- Ownership “skin in the game”: Beneficial ownership consists largely of vested options (77,416) with limited direct share holdings (1,300); no pledging/hedging permitted by policy. Absence of disclosed director ownership guidelines limits assessment of target alignment levels .
- Conflicts/related party: No related-party transactions disclosed involving Berger; independence affirmed. Potential network interlock via prior SR One employment while SR One is a significant holder and another SR One executive serves on the Board—Board’s independence determination and related-party review processes mitigate perceived risk .
- Engagement signal: Only three directors were noted as attending the 2024 annual meeting (Shah, Prasad, Schmid); Berger was not listed among attendees, though she met overall attendance thresholds for Board/committee meetings .
RED FLAGS
- None disclosed specific to Berger: no related-party transactions, no hedging/pledging, and independence affirmed .
- Monitoring point: Limited direct share ownership versus options and prior employment ties to SR One alongside SR One’s board/ownership presence—continue to monitor for any evolving conflicts and committee independence efficacy .
Compensation Committee context (for governance benchmarking)
- Composition: George, William, Schmid; Chair: William; meets quarterly; executive sessions held; authority to retain independent advisors .
- Consultant: FW Cook engaged since 2020; independence assessed, no conflicts identified; peer group reviewed and updated over time .
Policies
- Insider Trading: Prohibits margin, pledging, options trading, short sales, and hedging by directors .
- Clawback: Dodd-Frank–compliant clawback implemented; Sarbanes-Oxley Section 304 provisions acknowledged .