Stacy Coen
About Stacy Coen
Independent director (age 54) serving on FBLG’s Board since July 2021; MBA from University of Virginia (Darden) and BS in Finance & Economics from UMass. Over 25 years in biotech business/corporate development, including CBO at ImmunoGen, VP Business Development at Editas Medicine, and senior roles at Genzyme/Sanofi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmunoGen, Inc. | Chief Business Officer | Not disclosed | Led BD; antibody-drug conjugates strategy |
| Editas Medicine, Inc. | VP, Business Development | Not disclosed | BD, strategy, transactions, alliance mgmt |
| Genzyme (Sanofi) | VP, Head of Rare Disease BD & Licensing; VP, Global Strategy & BD (MS) | Not disclosed | Rare disease BD and global strategy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Huntington’s Disease Society of America | Center Programs & Education Advisory Committee member | Not disclosed | Non-profit advisory role |
Board Governance
- Independence: Board determined all directors other than CEO/Chair (O’Heeron) and interim CFO (Hoffman) are independent; Coen is independent .
- Leadership/committees: Chair, Governance & Nominating; Member, Audit; Member, Compensation .
- Attendance: Board met 10 times in 2024; except for Dr. Niklas, each director attended ≥75% of aggregate Board and committee meetings—Coen met the threshold. Coen attended the 2024 annual meeting .
- Executive sessions: Independent directors may meet without management at every regular Board meeting .
| Committee | 2024 Meetings (#) | Coen Membership | Coen Chair |
|---|---|---|---|
| Audit | 5 | Yes | No |
| Compensation | 6 | Yes | No |
| Governance & Nominating | 4 | Yes | Yes |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 58,370 | 6,800 | 65,170 |
Non-Employee Director Compensation Policy (cash retainers):
| Position | Annual Retainer ($) |
|---|---|
| Board Member (non-chair) | 35,000 |
| Audit Committee Member / Chair | 8,000 / 10,000 |
| Compensation Committee Member / Chair | 6,000 / 10,000 |
| Nominating Committee Member / Chair | 5,000 / 10,000 |
Performance Compensation (Director)
| Grant Date | Instrument | Shares/Options | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| August 2024 | Stock Options | 5,000 | 1.73 | 6,800 | Annual grant vests in full on earlier of 1st anniversary or next annual meeting; 12-month post-service exercise for vested options |
Performance metrics tied to director compensation:
| Metric Type | Disclosure |
|---|---|
| Performance-based metrics | Not disclosed; director pay consists of cash retainers and annual option grants per policy |
Other Directorships & Interlocks
- Current public company boards: Not indicated for Coen in the proxy biography (no other public company directorships disclosed) .
- Shared directorships with FBLG executives/suppliers/customers: None disclosed for Coen .
Expertise & Qualifications
- Biotech BD leadership across oncology and rare disease; transactions, licensing, alliance management .
- Financial/strategic training (MBA, Finance/Econ BS); governance experience as Nominating Committee chair .
- Independent status; participation across key board committees (Audit, Compensation, Nominating) .
Equity Ownership
| Holder | Common Shares Owned | Vested Options | Total Beneficial Ownership (Common + Exercisable) | % of Common | Shares Pledged |
|---|---|---|---|---|---|
| Stacy Coen | 7,500 | 111,952 | 119,452 | <1% | Company policy prohibits pledging/hedging by directors |
Additional option position (unexercised as of 12/31/2024):
| Holder | Unexercised Options (Total) |
|---|---|
| Stacy Coen | 195,300 |
Ownership guidelines:
- Director stock ownership guidelines: Not disclosed in the proxy; policy covers cash retainers and annual option grants .
Insider filings:
| Filing Item | Status |
|---|---|
| Initial Form 3 (Direct Listing) | Filed late due to administrative error (Coen among directors listed) |
Governance Assessment
- Strengths: Independent director; chairs Nominating; serves on Audit and Compensation; attended ≥75% of meetings and attended 2024 annual meeting; anti-hedging/anti-pledging policy applies to directors; Compensation Committee used an independent compensation consultant in 2024 (Anderson Pay Advisors) .
- Risks/Red flags: Late Section 16 Form 3 at Direct Listing (administrative error); no lead independent director; combined CEO/Chair; staggered board and existence of super-voting Series C preferred (13,000 votes per share) controlled via irrevocable proxy to Board but may entrench control and dilute minority influence; virtual-only shareholder meeting reduces in-person engagement .
- Potential conflicts: No related-party transactions disclosed involving Coen; company-level related party items exist (e.g., super-voting preferred issued to CEO, historical arrangements with FibroGenesis), but not tied to Coen personally .
Implications: Coen’s cross-committee presence and chair role in nominations support board process integrity; however, the broader governance environment (super-voting rights, no lead independent director) can constrain independent directors’ influence and is a potential overhang for investor confidence .