John D. Mendlein
FATE THERAPEUTICSAbout John D. Mendlein
John D. Mendlein, Ph.D., J.D., is Vice Chairman and a Class I director of Fate Therapeutics; he has served as Vice Chairman since November 2011 and as a director since April 2008. He is 65, with a Ph.D. in physiology and biophysics from UCLA, a J.D. from the University of California College of the Law, San Francisco, and a B.S. in biology from the University of Miami. The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vesalius Therapeutics Inc. (private) | Chief Executive Officer; Director | Since Apr 2024 | CEO role at a privately held biotech |
| Flagship Pioneering | Executive Partner | Since Feb 2019 | Strategic operating partner at innovation firm |
| Moderna, Inc. | President, Corporate & Product Strategy | Jan 2018–Feb 2019 | Senior executive role during clinical-stage period |
| aTyr Pharma, Inc. | Chief Executive Officer; Executive Chairman of BoD | CEO Sep 2011–Nov 2017; Exec Chair Jul 2010–Dec 2015 | Led public biotech; governance leadership |
| Adnexus Therapeutics, Inc. | Chief Executive Officer | 2005–2008 | Company purchased by Bristol-Myers Squibb in 2008 |
| Monogram Biosciences, Inc. | Director | pre-2009 | Company acquired by LabCorp in 2009 |
| Affinium Pharmaceuticals Ltd. | Chairman & Chief Executive Officer | 2000–2005 | Company acquired by Debiopharm Group |
| Aurora Bioscience Corporation | Board Member; General Counsel; Chief Knowledge Officer | Aug 1996–Sep 2001 | Acquired by Vertex Pharmaceuticals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vesalius Therapeutics Inc. (private) | Chief Executive Officer; Director | Since Apr 2024 | Current operating role |
| Flagship Pioneering | Executive Partner | Since Feb 2019 | Ongoing external role |
| Omega Therapeutics, Inc. (Nasdaq: OMGA) | Director | Sep 2021–Dec 2024 | Prior public company board service |
| Prior Boards (Axcella Health; Editas Medicine; Moderna; BIO Emerging Companies Board) | Director/Board roles | Not disclosed | Historical governance roles at notable biotechs |
Board Governance
- Role: Vice Chairman; Class I director alongside Drs. Robert S. Epstein and Karin Jooss .
- Independence: Board determined all directors except the CEO (Dr. Valamehr) are independent; no family relationships disclosed .
- Committees: Not currently on Audit, Compensation, or Nominating (no committee markers next to his name); he served on the Science & Technology Committee from Sep 2019 until Mar 2025 (advisory committee) .
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings for which they served; independent directors met five times without management; eight directors attended the 2024 Annual Meeting .
- Board structure: Independent Chairman (Dr. Rastetter); separation of CEO and Chair roles; three fully independent standing committees (Audit, Compensation, Nominating & Corporate Governance) .
Fixed Compensation
| Component | 2024 Amount / Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Mendlein) | $46,000 | Non-employee director cash compensation for 2024 |
| Board Annual Retainer (Policy through Jan 15, 2025) | $40,000 | All non-employee directors; +$35,000 Board Chair |
| Committee Retainers (Policy through Jan 15, 2025) | Audit Chair $15,000; member $7,500; Compensation Chair $12,000; member $6,000; Nominating Chair $10,000; member $5,000; Science & Tech Chair $12,000; member $6,000 | Prorated based on days of service |
| Board Annual Retainer (Amended Policy from Jan 16, 2025) | $40,000 | All non-employee directors; +$35,000 Board Chair |
| Committee Retainers (Amended Policy from Jan 16, 2025) | Audit Chair $20,000; member $10,000; Compensation Chair $15,000; member $7,500; Nominating Chair $10,000; member $5,000; Science & Tech Chair $12,000; member $6,000 | Increased Audit and Compensation retainer levels |
Performance Compensation
| Equity Component | 2024 Value / Terms | Vesting / Metrics |
|---|---|---|
| Option Awards (Mendlein) | $114,923 grant-date fair value in 2024 | SEC ASC 718 valuation; time-based vesting; options valued at grant do not reflect realized value |
| Director Equity Policy (through Jan 15, 2025) | Initial: 80,000 options; Annual: 40,000 options | Initial options vest monthly over 3 years; annual options vest fully by next annual meeting or 1-year anniversary; exercise price = FMV on grant date; 100% vesting upon Sale Event |
| Director Equity Policy (from Jan 16, 2025) | Initial: 110,000 options; Annual: 55,000 options | Same vesting mechanics and pricing; 100% vesting upon Sale Event if not assumed |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for equity awards; awards vest based on service time, not performance targets .
Other Directorships & Interlocks
- Public boards: Prior director at Omega Therapeutics (Sep 2021–Dec 2024) .
- Notable governance network: Past roles at Moderna, Editas, Axcella, Monogram, and others; current Executive Partner at Flagship Pioneering (venture ecosystem exposure) .
- Interlocks/related-party exposure: No material related-party transactions disclosed involving Mendlein; the only disclosed transaction relates to Redmile (affiliated with director Michael Lee) purchasing pre-funded warrants in Mar 2024 .
Expertise & Qualifications
- Deep biotech operating and governance experience, including CEO roles, strategy leadership at Moderna, and multiple board positions .
- Legal and scientific training (Ph.D. in physiology/biophysics; J.D.), enabling cross-disciplinary oversight and risk management .
- The Board explicitly cites his extensive business and leadership experience as qualification for service .
Equity Ownership
| Holder | Beneficially Owned (as of Mar 31, 2025) | Within 60 Days (Class A pref. convertible / RSUs vesting / options exercisable) | Total | % of Common Stock |
|---|---|---|---|---|
| John D. Mendlein | 311,231 shares | 164,227 | 475,458 | <1% |
- Options held: 204,227 shares subject to options as of Dec 31, 2024 (aggregate) .
- Pledging/hedging: No pledging or hedging disclosures for directors; not stated as a related-party issue .
- Ownership guidelines: No director stock ownership guidelines disclosure found in the proxy; not specified .
Governance Assessment
- Independence and engagement: Independent status, Vice Chairman role, and prior Science & Technology Committee service suggest strategic engagement; attendance thresholds met across Board and committees in 2024, and independent directors held five executive sessions, indicating robust oversight .
- Committee footprint: Not currently serving on core fiduciary committees (Audit, Compensation, Nominating); his advisory Science & Technology role ended Mar 2025, which modestly reduces technical committee influence relative to peers .
- Compensation alignment: Director pay mix is primarily service-based options and modest cash retainer; 2024 total of $160,923 (cash $46,000, options $114,923) reflects standard small/mid-cap biotech director compensation structures; equity awards are at-risk via stock performance but lack explicit performance metrics, which is typical for outside directors .
- Ownership: Beneficial ownership <1% with meaningful vested/exercisable options; alignment via options is present but not concentrated, consistent with governance norms for independent directors .
- Conflicts and related-party exposure: No material related-party transactions involving Mendlein; broader company disclosures show a Redmile financing affiliated with another director (Michael Lee), which the company disclosed, mitigating transparency risks .
- RED FLAGS: None disclosed for Mendlein specifically (no legal proceedings, pledging, loans, or related-party transactions). Company-wide equity burn rate is elevated versus peers (three-year average 6.32% vs 6.22% median), driven by volatility and retention needs, which investors should monitor for dilution risk, though not attributable to Mendlein individually .
Director Compensation (Mendlein)
| Metric | 2024 |
|---|---|
| Cash Fees | $46,000 |
| Option Awards (grant-date fair value) | $114,923 |
| Total | $160,923 |
| Options Held (12/31/2024) | 204,227 shares subject to options |
Signals for Investor Confidence
- Strong independence and long-tenured board leadership; clear separation of Chair and CEO and active independent sessions .
- Transparent compensation structures and use of an independent compensation consultant (Aon); conflict-of-interest checks conducted annually with no conflicts identified .
- No material related-party transactions involving Mendlein; company provides detailed beneficial ownership and financing disclosures .
Overall, Mendlein’s governance profile is consistent with an experienced, independent biotech operator with broad external networks; his current lack of core committee membership is a neutral factor, while advisory committee experience and vice chair role support board effectiveness .