Rodney Lappe
About Rodney Lappe
Rodney Lappe, Ph.D., age 70, is an independent director of Design Therapeutics and has served on the board since July 2019; he has also served as a consultant to the company since November 2023. He previously held senior R&D leadership roles at Mirati Therapeutics (Executive Chairman/Chairman/director, 2012–2019), Tavistock Life Sciences (SVP, 2012–2019), Pfizer WRD/CovX (Group SVP and CSO, 2004–2011), and Pharmacia (VP, Cardiovascular & Metabolic, 2000–2003); earlier roles included Wyeth, Rorer Central Research, CIBA Geigy, and Searle. He holds a B.A. from Blackburn College and a Ph.D. in Pharmacology from Indiana University. The board has determined all directors other than the CEO are independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mirati Therapeutics, Inc. | Executive Chairman, Chairman, and director | 2012–2019 | Board leadership during biotech growth phase |
| Tavistock Life Sciences Co. | Senior Vice President | 2012–2019 | Private life sciences investment leadership |
| Pfizer WRD / CovX | Group SVP, Pfizer WRD; CSO, CovX | 2004–2011 | Scientific leadership through acquisition integration |
| Pharmacia | Vice President, Cardiovascular & Metabolic; St. Louis Site Leader | 2000–2003 | Therapeutic area and site leadership |
| Wyeth; Rorer Central Research; CIBA Geigy; Searle | R&D roles | Prior to 2000 (dates not disclosed) | Progressive R&D responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current external public company directorships disclosed for Dr. Lappe in the 2025 proxy. |
Board Governance
- Independence: The board determined all directors other than the CEO (Dr. Shah) are independent under Nasdaq rules; this includes Dr. Lappe.
- Committees (2024): Chair, Nominating & Corporate Governance Committee; Chair, Research & Development Committee; Member of neither Audit nor Compensation committees.
- Committee mandates:
- Nominating & Governance (Chair: Lappe): director nominations, independence assessments, governance principles, conflicts oversight.
- Research & Development (Chair: Lappe): R&D strategy, program quality/competitiveness, emerging science trends, oversight and reporting to the board.
- Attendance: Board met 4 times in 2024; each director attended at least 75% of board and applicable committee meetings.
- Board structure: Combined Chair/CEO (Dr. Shah) with a Lead Independent Director (Dr. Simeon George) to balance governance.
- Insider trading/hedging/pledging: Company policy prohibits directors from pledging, shorting, options trading, or hedging the company’s stock.
Fixed Compensation
| Component | Amount/Policy | 2024 Detail |
|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 | Included within fees earned |
| Committee member retainers | Audit $7,500; Compensation $6,000; Nominating & Governance $5,000; R&D $7,500 | Applies if member; chairs receive higher retainer in lieu of member fee |
| Committee chair retainers | Audit $20,000; Compensation $12,000; Nominating & Governance $10,000; R&D $8,000 | Dr. Lappe chaired N&G and R&D in 2024 |
| 2024 cash fees (Lappe) | — | $65,000 |
Performance Compensation
| Grant/Plan | Type | Grant date | Shares/Units | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|---|
| Director annual grant (policy) | Stock option | Each annual meeting | 19,000 (pro-rated as applicable) | — | Monthly over 12 months; full vest by next annual meeting or 1 year; accelerates on change in control | Under 2021 Plan |
| New director initial grant (policy) | Stock option | Upon appointment | 30,000 | — | Monthly over 36 months; accelerates on change in control | Under 2021 Plan |
| Lappe 2024 option value | Option | 2024 | — | — | — | Aggregate 2024 option grant fair value: $51,980 |
| Lappe January 2025 grant | Stock option | Jan 2025 | 25,993 | $6.17 | 25% after 1 year; remainder monthly over 36 months | Grant-date fair value $4.59/share |
- Director equity awards are time-based; no performance-conditioned metrics are disclosed for non-employee directors. Change-in-control provisions provide full vesting for director options per policy.
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Mirati Therapeutics, Inc. | Executive Chairman/Chairman/Director | Past (2012–2019) | No current interlock disclosed with DSGN competitors/suppliers/customers. |
Expertise & Qualifications
- Deep pharmaceutical and biotechnology R&D leadership, including executive roles at Mirati, Pfizer WRD/CovX, and Pharmacia.
- Advanced academic credentials in pharmacology (Ph.D., Indiana University); board views him as qualified due to extensive biotech management experience.
- Governance expertise leading Nominating & Governance and R&D committees.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Direct/Common Shares | Options Exercisable within 60 days | Options Outstanding (total, 12/31/24) |
|---|---|---|---|---|---|
| Rodney Lappe, Ph.D. | 221,384 | <1% | 133,024 | 88,360 | 133,186 |
| Citations |
- Outstanding shares used for calculation: 56,768,678 (as of record date for meeting).
- Hedging and pledging of company stock by directors are prohibited by policy.
Governance Assessment
-
Strengths
- Independent director with extensive biotech R&D leadership; chairs both Nominating & Governance and R&D committees, aligning skills with oversight responsibilities.
- Attendance met or exceeded 75% threshold across board/committees; indicates baseline engagement.
- Director compensation follows a standardized policy with transparent retainers and time-based option grants; options accelerate on change in control, which is typical for director programs.
- Beneficial ownership includes both common shares and vested options, indicating equity alignment; corporate policy bars hedging/pledging.
-
Watch items / Potential red flags
- Dual role as an independent director and a consultant to the company since November 2023 may raise perceived conflict-of-interest questions, especially given his chairmanship of Nominating & Governance (conflict oversight) and R&D; however, the board affirms independence under Nasdaq rules. Ensure related-person review/recusal practices are rigorously applied.
- No director-specific performance metrics (common for directors), but equity is time-vested, which can be seen as less performance-linked; still, it aligns with shareholder value through stock price.
-
Contextual governance controls
- Related-person transactions policy requires Audit Committee review/approval with explicit conflict considerations and recusals; can mitigate consulting or other conflicts.
- Board utilizes Lead Independent Director structure to balance combined Chair/CEO arrangement.
Notes: Section 16 compliance in 2024 cited late Form 4s for other officers; no issues for Dr. Lappe were noted.