Stephen Doberstein
Forte BiosciencesAbout Stephen K. Doberstein, Ph.D.
Independent director since May 2022; age 66 as of April 30, 2025. Background in biotechnology R&D leadership, including Senior Vice President and Chief Research and Development Officer roles at Nektar Therapeutics. Education: B.S. in Chemical Engineering (University of Delaware) and Ph.D. in biochemistry and cell and molecular biology (Johns Hopkins University School of Medicine). Currently principal of Kahiliholo Consulting, LLC and advisory board member for multiple companies and non-profits. We believe his core credentials center on biopharma R&D strategy, translational science, and portfolio leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nektar Therapeutics | SVP & Chief Scientific Fellow | Oct 2019 – Mar 2020 | Senior scientific leadership |
| Nektar Therapeutics | SVP, R&D & Chief Research and Development Officer | Nov 2017 – Oct 2019 | Led R&D organization |
| Nektar Therapeutics | SVP, Research & Chief Scientific Officer | Jan 2010 – Nov 2017 | Research leadership and pipeline development |
| Various biopharmaceutical companies | Vice President of Research | Prior to 2010 | Research leadership roles across companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dicerna Pharmaceuticals, Inc. | Director | Feb 2020 – Jan 2022 | Board service; specific committees not disclosed |
| Multiple companies and non-profits | Advisory Board Member | Ongoing | Advisory contributions; entities not named |
Board Governance
- Board class and independence: Forte’s Board is eight directors; six are independent. Dr. Doberstein is classified as independent under Nasdaq standards .
- Committee assignments: Member, Compensation Committee; not a chair. Compensation Committee held two meetings in 2024 .
- Other committees: Audit Committee (Vincent/Kornfeld/Gryska); Nominating & Corporate Governance (Kornfeld/Brun/Kapoor). Nominating did not meet in 2024; Audit held five meetings in 2024 .
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and committee meetings for their service period .
- Lead Independent Director: None appointed; Board monitors leadership structure .
- Policies: Prohibitions on hedging and pledging of company securities for directors and employees .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (2024–2025 policy) | $42,500 per year | Paid quarterly in arrears |
| Compensation Committee member fee (2025 policy) | $7,250 per year | Was $6,000 in 2024 |
| Compensation Committee chair fee (2025 policy) | $14,000 per year | Was $12,000 in 2024; Doberstein is not chair |
| Audit Committee member fee (2025 policy) | $10,000 per year | Was $8,000 in 2024 |
| Audit Committee chair fee (2025 policy) | $20,000 per year | Was $16,000 in 2024 |
| Nominating & Governance member fee (2025 policy) | $5,000 per year | New disclosure in 2025 |
| Nominating & Governance chair fee (2025 policy) | $10,000 per year | New disclosure in 2025 |
| Chair of Board fee (2025 policy) | $30,000 per year | Applies if serving as chair |
| Lead Independent Director fee (2025 policy) | $20,000 per year | Applies if role exists; none currently appointed |
Director compensation actually paid (FY 2024):
| Name | Fees Paid/Earned in Cash ($) | Option Awards – Grant Date Fair Value ($) | Total ($) |
|---|---|---|---|
| Stephen K. Doberstein, Ph.D. | 47,999 | 13,310 | 61,309 |
Performance Compensation (Director)
| Metric | Value | Vesting/Terms | Notes |
|---|---|---|---|
| FY 2024 option grant (aggregate grant date fair value) | $13,310 | Not individually specified | Director column reflects ASC 718 fair value |
| Outstanding options (12/31/2024) | 6,000 shares | Not individually specified | Director outstanding equity table |
| Existing Director Award (2025 policy) | 31,000 options | 1/36 monthly vesting post-grant; 10-year term; exercise price = FMV at grant | Granted to each Eligible Director upon policy effective date |
| Annual Director Award (from 2026) | 31,000 options per Annual Meeting | 1/12 monthly vesting post-grant or until next annual meeting; 10-year term; exercise price = FMV at grant | Replaces prior 2,000-share annual award |
| Change-in-control (directors) | Full acceleration of outstanding director equity awards | Requires service through CIC date | Applies to Eligible Directors |
Observations: The 2025 policy materially increases director equity option awards (31,000 vs 2,000 previously), shifting mix toward equity. Committee cash fees also increased modestly (e.g., Compensation member fee from $6,000 to $7,250), while Board retainer remained $42,500 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Dicerna Pharmaceuticals, Inc. (Director, Feb 2020–Jan 2022) |
| Interlocks | Compensation Committee Interlocks: none; no reciprocal executive board service disclosed in FY2024 |
Expertise & Qualifications
- Deep biopharma R&D leadership (CSO/CRDO roles); portfolio development and translational science experience .
- Advanced scientific training (Ph.D., Johns Hopkins; B.S., University of Delaware) .
- Advisory roles across companies and non-profits, indicating broad industry network exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Stephen K. Doberstein, Ph.D. | 8,249 | <1% | Consists of options exercisable as of April 30, 2025 or within 60 days thereafter |
| Shares outstanding (record date reference) | 6,583,382 | — | Record date 4/30/2025 for meeting; used in ownership calculations |
Hedging/Pledging: Directors are prohibited from hedging or pledging company securities; short sales and trading in derivatives (other than company-issued awards) are prohibited .
Governance Assessment
- Independence and committee service: Independent director with Compensation Committee membership. No chair roles; governance involvement focused on pay strategy oversight .
- Attendance and engagement: Board met six times in 2024; each director attended ≥75% of Board/committee meetings. Compensation Committee met twice; Nominating did not meet, which may constrain governance refresh and oversight cadence .
- Pay and alignment: 2025 policy significantly increases director option grants (31,000), enhancing equity exposure but via options—no disclosed RSUs/PSUs for directors and no performance metrics, implying service-based vesting rather than performance-conditioned equity. Change-in-control yields full acceleration, potentially misaligning incentives in sale scenarios .
- Ownership: Beneficial ownership reflects options rather than common shares (<1% ownership), with company policy mitigating hedging/pledging risks .
- Conflicts/related party: No related-party transactions disclosed involving Dr. Doberstein; prior private placements list other directors/executives, not Doberstein .
- RED FLAGS:
- No Lead Independent Director appointed .
- Nominating & Corporate Governance Committee did not meet in 2024 .
- Full equity acceleration on change-in-control for directors .