Matthew C. Abernethy
FATE THERAPEUTICSAbout Matthew C. Abernethy
Matthew C. Abernethy (age 45) is the Chief Financial Officer of Neurocrine Biosciences (NBIX) and is nominated to join Fate Therapeutics’ Board as a Class III director at the May 29, 2025 Annual Meeting, with a term ending at the 2028 Annual Meeting if elected . He holds a B.S. in Accounting and Business Administration from Grace College and an MBA from the University of Chicago, and is a certified public accountant (inactive) . His core credentials center on public company finance, accounting, investor relations, commercial operations, and supply chain leadership in biotech and medical devices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zimmer Biomet Holdings (ZBH) | Vice President, Investor Relations; Treasurer and VP Finance for Orthopedics Businesses | 2009–Nov 2017 | Led IR and finance for large-cap medtech segments; built capital markets credibility |
| KPMG LLP | Early career; became CPA (inactive) | N/A | Foundation in audit and accounting standards; CPA credential |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Neurocrine Biosciences (NBIX) | Chief Financial Officer | Nov 2017–present | Leads corporate finance, commercial supply chain, IT, IR, facilities, and European operations |
Board Governance
- Director status and term: Nominee for Class III; if elected on May 29, 2025, serves through the 2028 Annual Meeting .
- Committee assignments: Will join the Audit Committee immediately after the Annual Meeting and serve as its Chair; designated by the Board as an “Audit Committee financial expert” under SEC rules .
- Independence: Fate states all directors except the CEO are independent and all standing committees are fully independent under Nasdaq rules; Audit Committee meets Sarbanes-Oxley enhanced independence standards .
- Board activity and engagement: In 2024, the Board held nine meetings and each then‑serving director attended at least 75% of Board and applicable committee meetings; independent directors met in executive session five times in 2024 .
- Board leadership structure: Independent Chairman separate from the CEO role (Chair: William H. Rastetter) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Board | $40,000 | Applies to all non‑employee directors under the policy effective Jan 16, 2025 |
| Audit Committee Chair retainer | $20,000 | Increased under the amended policy effective Jan 16, 2025 |
| Audit Committee member retainer (non‑chair) | $10,000 | Policy level |
| Reimbursement of expenses | Actuals reimbursed | Reasonable out‑of‑pocket expenses for Board/committee meetings |
| Annual Chairman of the Board retainer (reference) | $35,000 | Not applicable to Abernethy; shown for completeness of policy |
Performance Compensation
| Grant Type | Shares | Vesting Schedule | Exercise Price | Change-of-Control Treatment |
|---|---|---|---|---|
| Initial director stock option | 110,000 | Vests in equal monthly installments over 3 years, subject to continued service | Fair market value at grant | If awards are not assumed/continued/substituted in a sale event, time‑based awards vest 100%; performance awards vest at target |
| Annual director stock option | 55,000 | Vests in full at the earlier of 1-year anniversary or next Annual Meeting, subject to continued service | Fair market value at grant | Same treatment as above |
- Director equity cap: Total annual director pay (cash + equity) capped at $1,000,000; $1,500,000 in the first calendar year a director joins the Board .
- Repricing protection: Options/SARs may not be repriced or cash-bought out without stockholder approval .
- Clawback policy: Company adopted a compensation recovery policy effective Oct 2, 2023 to recoup incentive compensation tied to financial metrics for three years preceding a required restatement .
Other Directorships & Interlocks
| Entity | Type | Nature of Interlock | Notes |
|---|---|---|---|
| Neurocrine Biosciences (NBIX) | Employer | Shared ties with Fate’s Chairman | Fate’s Chairman William H. Rastetter is Chair of Neurocrine’s board, creating a network linkage with Abernethy’s employer . |
| Redmile Group, LLC | Major shareholder of Fate | Board/shareholder interlock (not related to Abernethy) | Fate director Michael Lee is Co‑Founder/PM at Redmile; Redmile holds significant equity and preferred/warrant positions in Fate . |
- Related party transactions: No transactions disclosed involving Abernethy. Notable disclosure: March 19, 2024 private placement of pre‑funded warrants to Redmile (~$20.0M) due to Redmile’s >5% ownership and board affiliation via Michael Lee .
Expertise & Qualifications
- Financial and accounting expertise: CFO of a public biotech; Board‐designated Audit Committee financial expert .
- Capital markets and IR: Deep experience in investor relations at large‑cap medtech and CFO‑level engagement with public markets .
- Operations exposure: Oversees commercial supply chain, IT, facilities, and EU operations at NBIX; valuable for oversight of controls and enterprise risk .
- Education/licensure: MBA (University of Chicago), BS (Grace College), CPA (inactive) .
Equity Ownership
| Holder | Shares Beneficially Owned | Derivatives/Exercisables within 60 days | % of Common Stock |
|---|---|---|---|
| Matthew C. Abernethy | Not disclosed in 2025 proxy | Not disclosed | Not disclosed |
| Note | As of March 31, 2025, the beneficial ownership table lists Fate’s executives and directors; Abernethy (a nominee at that date) is not included . |
Governance Assessment
- Board effectiveness: Elevating a seasoned public‑company CFO to Audit Chair should strengthen financial oversight, disclosure quality, and internal control review; Audit Committee responsibilities include auditor oversight, financial statement review, internal control adequacy, earnings releases, and related‑party review .
- Independence and committee composition: All standing committees (Audit, Compensation, Nominating & Corporate Governance) composed entirely of independent directors per Nasdaq; Audit Committee meets Sarbanes‑Oxley independence standards .
- Attendance/engagement: 2024 Board cadence and attendance thresholds were met (nine meetings; ≥75% attendance for all then‑serving directors), with five independent‑only executive sessions, indicating active oversight culture .
- Compensation alignment: Director pay is modest in cash and equity‑heavy with multi‑year vesting, aligning incentives toward long‑term value; robust guardrails (no evergreen, no repricing without stockholder approval, director pay caps) .
- Clawback and risk controls: Adoption of a Dodd‑Frank compliant clawback policy enhances accountability for financial-reporting‑based incentives .
- Conflicts and interlocks: No related‑party transactions involving Abernethy disclosed; monitor informational interlock via Fate’s Chairman serving as Chair at Abernethy’s employer (NBIX), though no transactions or services between Fate and NBIX are disclosed in the proxy .
- Shareholder influence: Redmile’s significant beneficial ownership and board presence (Michael Lee) is a meaningful governance factor; no direct linkage to Abernethy but relevant to overall board dynamics .
RED FLAGS to watch:
- Interlock proximity: Fate Chairman also chairs NBIX’s board, where Abernethy is CFO—monitor for potential perception risks or future related‑party interactions even though none are disclosed currently .
- Equity acceleration terms: While there is no single‑trigger acceleration if awards are assumed, awards vest at closing if not assumed/continued/substituted—standard but worth monitoring in change‑of‑control contexts .
- Concentrated shareholder influence: Redmile’s large, flexible ownership (common, preferred convertible, and pre‑funded warrants subject to caps) plus a board seat warrants ongoing alignment assessment .