Catherine Stehman-Breen
About Catherine Stehman-Breen
Catherine Stehman-Breen, M.D., age 62, has served as an independent Class III director of Generation Bio since December 2017, bringing clinical development and regulatory leadership experience across biotech and biopharma . She holds a B.A. in biology and psychology from Colby College, an M.Sc. in epidemiology and residency/fellowship from the University of Washington, and an M.D. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chroma Medicine, Inc. | Chief Executive Officer & Director | Dec 2020 – Dec 2024 | Led through merger forming nChroma Bio, Inc. |
| Obsidian Therapeutics, Inc. | Chief Development Officer | Jul 2019 – Dec 2020 | Clinical development leadership |
| Atlas Ventures (Atlas Venture) | Entrepreneur-in-Residence | 2018 – 2019 | Served as CMO at Dyne Therapeutics and Disarm Therapeutics under EIR role |
| Dyne Therapeutics, Inc. | Chief Medical Officer | Mar 2018 – Jul 2019 | Clinical strategy for rare diseases |
| Disarm Therapeutics, Inc. | Chief Medical Officer | Apr 2018 – Jul 2019 | Development in neurodegeneration |
| Sarepta Therapeutics, Inc. | Chief Medical Officer | Apr 2017 – Dec 2017 | CMO for neuromuscular therapeutics |
| Regeneron Pharmaceuticals, Inc. | VP Clinical Development & Regulatory Affairs (Pain TA Head; Head Clinical Project Mgmt & Ops) | Jan 2015 – Mar 2017 | Led pain TA; clinical operations |
External Roles
| Company | Role | Start Date | Notes |
|---|---|---|---|
| Dyne Therapeutics, Inc. | Director | Jun 2019 – Present | Public company board; interlock with GBIO chair Jason Rhodes |
| Tenaya Therapeutics, Inc. | Director | Jun 2020 – Present | Public company board |
Board Governance
- Committee assignments: Member, Talent Committee (GBIO’s compensation committee); not a chair .
- Independence: Board determined in Apr 2025 that all directors except the CEO are independent; Dr. Stehman-Breen is independent under Nasdaq rules .
- Attendance and engagement: Board met 5 times in 2024; Talent Committee met 4; Nominating & Corporate Governance met 2. Each director attended 75%+ of their board and committee meetings in 2024 .
- Board leadership and executive sessions: Independent chairman (Jason Rhodes); CEO and chair roles separated; independent directors meet in executive session at least twice per year .
- Compensation committee quality: Talent Committee uses independent consultant (Compensia); committee determined no conflicts of interest .
- Anti-hedging/pledging policy: Directors prohibited from hedging and pledging GBIO stock .
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Talent Committee (Compensation) | Member | No | 4 |
| Audit Committee | — | — | 5 |
| Nominating & Corporate Governance | — | — | 2 |
Fixed Compensation
| Year | Fees Earned in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 47,500 | 166,476 | 213,976 |
| Component | Program Terms | Effective |
|---|---|---|
| Board retainer (member) | $40,000 annual cash retainer | Amended Mar 2024, effective Apr 1, 2024 |
| Committee member fees | Audit $7,500; Talent $7,500; Nominating $4,000 | Effective Apr 1, 2024 |
| Committee chair add-on | Board chair $30,000; Audit chair $7,500; Talent chair $7,500; Nominating chair $4,000 | Effective Apr 1, 2024 |
Performance Compensation
Directors receive time-based stock options; no performance-conditioned metrics are disclosed for director equity grants .
| Equity Grant Type | Shares | Vesting | Exercise Price | Term |
|---|---|---|---|---|
| Initial director option | 60,000 | 1/36 monthly over 36 months | Fair market value on grant date | 10 years |
| Annual director option | 30,000 | 100% on earlier of 1-year anniversary or next annual meeting | Fair market value on grant date | 10 years |
The board amended the director program in March 2024 to increase equity compensation, effective April 1, 2024 .
Other Directorships & Interlocks
| External Board | GBIO Board Interlock | Nature of Interlock |
|---|---|---|
| Dyne Therapeutics, Inc. | Jason Rhodes (GBIO Chair) is also Dyne Chair | Shared directorship may create information-flow interlock across companies |
No specific related-party transactions involving Dr. Stehman-Breen are disclosed; GBIO’s related-party section details Moderna collaboration and share purchase, policies, and procedures but does not list her as a related party to any transaction .
Expertise & Qualifications
- Clinical/regulatory leadership across Regeneron, Sarepta, Obsidian, Dyne, Disarm, and as CEO of Chroma Medicine .
- Education: B.A. (Colby College), M.Sc. in epidemiology (University of Washington), M.D. (University of Chicago); residency and fellowship at University of Washington .
Equity Ownership
| Holder | Shares Owned | Breakdown | % of Outstanding |
|---|---|---|---|
| Catherine Stehman-Breen, M.D. | 218,723 | 47,523 shares directly; 171,200 options exercisable within 60 days | <1% |
Policy signals:
- Anti-hedging/pledging prohibitions for directors and employees .
- No director-specific ownership guideline disclosure in proxy; executive equity ownership guidelines are not in place for NEOs .
Governance Assessment
Strengths
- Independent director with deep clinical development and regulatory expertise relevant to GBIO’s pipeline .
- Active service on Talent Committee; compensation governance supported by independent consultant (Compensia) with no conflicts .
- Attendance threshold met (75%+); board and committees active through 2024 .
- Equity-heavy director pay aligns with shareholder outcomes; anti-hedging/pledging policy strengthens alignment .
- Board separation of chair and CEO, with executive sessions for independent directors .
Watch items / red flags
- Interlock: Shared board service at Dyne Therapeutics with GBIO chair Jason Rhodes; monitoring for potential conflicts/information advantages is warranted .
- Atlas Ventures background: Dr. Stehman-Breen previously served as entrepreneur-in-residence at Atlas Ventures; entities affiliated with Atlas are significant GBIO shareholders (12.4%). Board determined independence, but continued oversight of potential perceived conflicts advisable .
- Director equity program increased in 2024 (higher equity awards); assess dilution and alignment vs. market norms .
- Broader board action: Reverse stock split authorization to maintain Nasdaq listing amid minimum bid price deficiency; while prudent, it increases authorized-but-unissued share capacity with possible anti-takeover effects—requires investor communication and governance vigilance .
Shareholder feedback signals
- Say-on-pay approved by a significant majority at 2024 meeting, indicating general support for compensation governance framework .
Compliance and safeguards
- Related-party transaction policy with audit committee review; indemnification agreements standard for directors .
- Clawback (compensation recovery) policy effective October 2, 2023; Talent Committee administers .