Sarah Noonberg
About Sarah B. Noonberg
Independent director of Neurogene Inc. (NGNE) since August 2019; age 57 as of April 25, 2025. Board-certified internist with an M.D. (UCSF), Ph.D. in Bioengineering (UC Berkeley), and B.S. in Engineering (Dartmouth). Currently Chief Medical Officer at Metagenomi, Inc. (Nasdaq: MGX) since January 2023; prior senior R&D leadership roles at BioMarin, Prothena, Nohla, and Maze Therapeutics. Serves on NGNE’s Compensation Committee; the Board classifies her as independent.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Maze Therapeutics | Chief Medical Officer | Sep 2020 – Sep 2022 | Led human-genetics driven R&D programs |
| Nohla Therapeutics | Chief Medical Officer | May 2018 – May 2019 | Off‑the‑shelf cell therapy development |
| Prothena (Nasdaq: PRTA) | Chief Medical Officer | May 2017 – May 2018 | Neurodegenerative/amyloid programs |
| BioMarin (Nasdaq: BMRN) | GVP & Head, Global Clinical Development | Aug 2015 – Mar 2017 | Discovery-to-commercial leadership; rare disease focus |
| Medivation | SVP, Early Development (prior roles since 2007) | 2007 – 2015 | Early development; oncology/CNS pipeline |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Metagenomi (Nasdaq: MGX) | Chief Medical Officer | Jan 2023 – Present | Executive role (not a directorship) |
| Marinus Pharma (Nasdaq: MRNS) | Director | May 2023 – Nov 2024 | Former public company directorship |
| Protagonist Therapeutics (Nasdaq: PTGX) | Director | Dec 2017 – May 2023 | Former public company directorship |
Board Governance
- Independence and tenure: The Board determined Dr. Noonberg is independent; she joined in Aug 2019 (Class II director; up for election in 2025 to term ending 2028).
- Committee assignments: Member, Compensation Committee (not Chair). 2024 committee meetings held: Audit 4; Compensation 4; Nominating 3.
- Attendance: In 2024, the Board held five meetings and no director attended <75% of Board/committee meetings while serving.
- Board leadership and oversight context: CEO serves as Executive Chair; independent directors meet in executive session led by Cory Freedland. Risk oversight allocated among Audit, Compensation, and Nominating committees.
- Governance structure considerations: Classified board, certain supermajority provisions, plurality voting for directors, and no shareholder right to call special meetings or act by written consent. These features may be viewed as entrenching by some investors.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Policy as of Jan 18, 2024 |
| Compensation Committee Member Fee | $5,000 | 2024 member fee |
| Total Cash Fees (Noonberg, 2024) | $45,000 | Matches director compensation table |
- 2025 updates: Committee cash retainers increased (e.g., Compensation Committee chair to $12,000; members to $6,000; Nominating chair to $10,000; members to $5,000; Audit Committee member to $8,000). Board member and Audit chair retainers unchanged.
Performance Compensation (Director Equity)
| Award/Measure | Details | Source |
|---|---|---|
| 2024 Option Awards (Grant-date fair value) | $605,134 | Noonberg 2024 option awards per director compensation table |
| Policy – Initial Equity (Non‑employee Directors) | 15,400 stock options granted (Jan 2024); vest monthly over 3 years | |
| Policy – Annual Equity (Non‑employee Directors) | 7,700 stock options granted (June 2024); vest on earlier of first anniversary or next annual meeting | |
| Noonberg Form 4 – 2024 Annual Grant | 7,700 options at $42.59 (transaction date 2024‑06‑14) | Form 4 link: https://www.sec.gov/Archives/edgar/data/1404644/000140464424000068/0001404644-24-000068-index.htm |
| Noonberg Form 4 – 2025 Annual Grant | 12,050 non‑qualified options at $20.40 (transaction date 2025‑06‑12) | Form 4 link: https://www.sec.gov/Archives/edgar/data/1404644/000140464425000064/0001404644-25-000064-index.htm |
| Options Outstanding (12/31/2024) | 29,200 | Noonberg outstanding options count |
Notes:
- All non-employee directors received an initial option grant in Jan 2024 and an annual grant in June 2024 per policy.
- Noonberg’s 2024 compensation was predominantly equity (options) relative to cash fees.
Other Directorships & Interlocks
| Company | Role | Period | Interlocks / Notes |
|---|---|---|---|
| Marinus Pharmaceuticals (MRNS) | Director | May 2023 – Nov 2024 | Former; no current interlocks disclosed |
| Protagonist Therapeutics (PTGX) | Director | Dec 2017 – May 2023 | Former; no current interlocks disclosed |
- Compensation Committee interlocks: None. No NGNE executive officer served on the board or compensation committee of a company with an NGNE director/executive serving reciprocally.
Expertise & Qualifications
- Clinical and regulatory leadership across discovery to commercialization in rare diseases; senior roles at BioMarin, Prothena, Medivation.
- Medical credentials: M.D. (UCSF), Ph.D. (UC Berkeley, Bioengineering), B.S. (Dartmouth); board-certified internist; residency at Johns Hopkins Hospital.
- Active industry executive (CMO, Metagenomi) in gene-editing biotech, bringing current scientific/clinical perspective to NGNE.
Equity Ownership
| Metric | Amount | Context |
|---|---|---|
| Beneficial Ownership (Shares) | 20,644 | As of April 16, 2025; consists of options exercisable within 60 days |
| % of Shares Outstanding | * | Less than 1% per proxy table |
| Options Outstanding (12/31/2024) | 29,200 | As of year-end 2024 |
Insider transactions (recent):
- 2025‑06‑12: Award of 12,050 NQOs at $20.40; post-transaction derivative holdings 12,050. Source: Form 4
- 2024‑06‑14: Award of 7,700 options at $42.59; post-transaction derivative holdings 7,700. Source: Form 4
Governance Assessment
- Board effectiveness: Independent director with deep biotech clinical development expertise; active committee engagement (Compensation). Attendance meets Board expectations (no director under 75% in 2024).
- Alignment and incentives: Director pay structure skews toward equity (options) with modest cash retainers, supporting shareholder alignment; anti‑hedging policy prohibits short‑termism (no hedging, short sales, or derivative trading by directors).
- Conflicts/related parties: No related‑party transactions involving Dr. Noonberg disclosed. The company maintains a formal related‑party transaction review policy under Audit Committee oversight.
- Risk indicators and red flags:
- Company‑level: Classified board, supermajority provisions, and limits on special meetings/written consents may be viewed as shareholder‑unfriendly.
- Individual‑level: None evident in disclosures—independence affirmed; no interlocks; compliance with anti‑hedging; adequate attendance.
Director Compensation Detail (Noonberg, FY2024)
| Component | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $45,000 | |
| Option Awards (Grant-date fair value) | $605,134 | |
| Total | $650,134 |
Board & Committee Structure (Context)
| Committee | Noonberg Role | 2024 Meetings | Chair |
|---|---|---|---|
| Compensation | Member | 4 | Rohan Palekar |
| Audit | Not a member | 4 | Cory Freedland |
| Nominating & Corporate Governance | Not a member | 3 | Robert Baffi |
Policies relevant to investor alignment and risk:
- Non‑employee director compensation cap: $750,000 per calendar year; $1,000,000 in first year or if serving as Chair/Lead Director.
- Anti‑hedging/short‑sale prohibition for directors and insiders.
No items beyond these disclosures were identified in the 2025 proxy.