Michael Lee
FATE THERAPEUTICSAbout Michael Lee
Michael Lee, age 46, has served as an independent Class II director of Fate Therapeutics since July 2018; his current term runs until the 2027 Annual Meeting. He is Co‑Founder and Portfolio Manager at Redmile Group, LLC (since 2007), and holds a B.S. in Molecular and Cellular Biology from the University of Arizona .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redmile Group, LLC | Co‑Founder & Portfolio Manager | Since 2007 | Long‑tenured healthcare investor; significant holder in FATE via affiliated funds |
| Steeple Capital | Biotechnology investor | Not disclosed | Buy‑side experience |
| Welch Capital Partners | Analyst | Not disclosed | Equity research/analysis |
| Prudential Equity Group | Analyst | Not disclosed | Equity research/analysis |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IGM Biosciences, Inc. (Nasdaq: IGMS) | Director | Since July 2019 | Committee roles not disclosed |
| Shattuck Labs, Inc. (Nasdaq: STTK) | Director | Since June 2020 | Committee roles not disclosed |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq and SEC rules; this includes Michael Lee .
- Board class & term: Class II; serving until the 2027 Annual Meeting .
- Committees:
- Science & Technology Committee (advisory) – Member; Committee chaired by Dr. Shefali Agarwal .
- Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees in the Board roster .
- Attendance and engagement:
- Board met 9 times in 2024; each director then in office attended at least 75% of aggregate Board and committee meetings on which they served .
- Independent directors held 5 executive sessions without management in 2024 .
- Eight directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Actual | Policy through Jan 15, 2025 | Policy effective Jan 16, 2025 |
|---|---|---|---|
| Board retainer (cash) | $46,000 total cash fees | $40,000 board retainer; S&T member fee $6,000; chair fee $12,000 | $40,000 board retainer; S&T member fee $6,000; chair fee $12,000 |
| Committee member fees (non‑chair) | Included above (S&T $6,000) | Audit $7,500; Compensation $6,000; Nominating $5,000; S&T $6,000 | Audit $10,000; Compensation $7,500; Nominating $5,000; S&T $6,000 |
| Committee chair fees | N/A for Lee (not a chair) | Audit $15,000; Compensation $12,000; Nominating $10,000; S&T $12,000 | Audit $20,000; Compensation $15,000; Nominating $10,000; S&T $12,000 |
| Annual director equity grant (structure) | Option awards grant date fair value: $114,923 | 40,000 options annually; FMV strike; vests in full at 1 year or next annual meeting | 55,000 options annually; FMV strike; vests in full at 1 year or next annual meeting |
| Aggregate annual cap | Not applicable to 2024 actual; policy cap $1,000,000 (or $1,500,000 in year of initial election) | $1,000,000 ($1,500,000 in first year) | $1,000,000 ($1,500,000 in first year) |
Performance Compensation
| Element | Pre‑Jan 16, 2025 | Post‑Jan 16, 2025 | Vesting/Terms |
|---|---|---|---|
| Initial director option grant | 80,000 options | 110,000 options | Vests in equal monthly installments over 3 years (subject to continued board service); FMV strike |
| Annual director option grant | 40,000 options | 55,000 options | Vests in full on earlier of 1‑year anniversary or next annual meeting; FMV strike |
| Change‑of‑control treatment | Director equity retainer awards become 100% vested and exercisable upon a “Sale Event” under the plan | Same | Company 2022 Plan disallows repricing without shareholder approval; material amendments require shareholder vote |
| Performance metrics tied to director pay | None disclosed | None disclosed | Director compensation is time‑based options; no performance targets disclosed |
Other Directorships & Interlocks
| Company | Relationship to Fate ecosystem | Potential interlock/conflict noted |
|---|---|---|
| IGM Biosciences (IGMS) | Oncology/biotech adjacency | No specific conflict disclosed in proxy |
| Shattuck Labs (STTK) | Immuno‑oncology adjacency | No specific conflict disclosed in proxy |
Expertise & Qualifications
- Board finding: “Extensive business and leadership experience in the biotechnology industry” qualifies him for service .
- Professional background: Long‑standing healthcare investor; prior roles as analyst/investor at multiple firms .
- Education: B.S. in Molecular and Cellular Biology (University of Arizona) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 11,331 shares | |
| Options exercisable within 60 days (as of Mar 31, 2025) | 112,227 shares | |
| Total beneficial ownership | 123,558 shares (common + options exercisable within 60 days) | |
| Ownership % of common | Less than 1% (“*”) | |
| Total outstanding options (as of Dec 31, 2024) | 152,227 options; held as nominee on behalf of Redmile Group, LLC with economic and voting rights assigned to Redmile | |
| Hedging/pledging policy | Company prohibits short sales; hedging derivatives require Audit Committee approval; pledging prohibited unless approved |
Governance Assessment
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Strengths
- Independent director with deep healthcare investing experience; active on Science & Technology Committee, which oversees R&D strategy and provides advisory input to the Board .
- Consistent meeting participation; Board reports ≥75% attendance for all directors in 2024; independent director executive sessions held five times, supporting robust oversight culture .
- Director equity is predominantly option‑based with time‑based vesting; strike at FMV; no repricing without shareholder approval; caps on director compensation align with governance best practices .
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Potential conflicts and red flags
- Related‑party exposure: In March 2024, Fate sold ~$20.0M of pre‑funded warrants to a fund affiliated with Redmile Group, a >5% stockholder affiliated with Michael Lee. The proxy discloses this transaction in “Certain Relationships,” and the Audit Committee is responsible for reviewing related‑party transactions, which helps mitigate conflicts. Nonetheless, this is a governance sensitivity for investors. RED FLAG: material transaction with an affiliate of a sitting director .
- Option holdings as nominee: Michael Lee holds Fate options as a nominee for Redmile and has assigned economic and voting rights to Redmile, potentially aligning his equity incentives with a significant shareholder rather than directly with public float holders. This structure should be monitored for alignment and voting influence dynamics .
- Concentrated ownership: Entities affiliated with Redmile beneficially own 14.99% of common (and have additional convertible preferred and pre‑funded warrants subject to ownership caps), increasing influence. While standard in biotech, concentrated holders can impact governance dynamics and transaction outcomes .
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Board processes and mitigants
- Audit Committee charter includes review/approval of related‑party transactions and oversight of financial risk; committee comprised entirely of independent directors with designated financial experts .
- Separation of Chair and CEO roles; majority‑independent Board; independent executive sessions support unbiased oversight .
Overall: Michael Lee brings sector‑specific investing expertise and advisory support to R&D oversight. Investors should monitor any future transactions involving Redmile affiliates and the practical implications of his option holdings being for Redmile’s benefit, while noting the company’s stated governance controls (independence, committee oversight, and related‑party review) .