Heidi Henson
About Heidi Henson
Independent Class III director at PepGen since July 2021; age 59 as of March 31, 2025; designated by the Board as an “audit committee financial expert.” Former public-company CFO with >15 years of life sciences finance leadership; B.Acc. from the University of San Diego; Certified Public Accountant (inactive) in California . She is standing for re‑election in 2025 to a three‑year term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pardes Biosciences Inc. | Chief Financial Officer | Jan 2021 – Sep 2023 | Public-company CFO experience in biotech finance and controls . |
| Imbria Pharmaceuticals, Inc. | Chief Financial Officer | Apr 2019 – Jul 2020 | Private biotech CFO; scaling finance operations . |
| Respivant Sciences | Chief Financial Officer | Nov 2018 – Apr 2019 | Private clinical-stage CFO . |
| Kura Oncology, Inc. | Chief Financial Officer | Oct 2014 – Jul 2018 | Public biotech CFO; SEC reporting and capital markets . |
| Wellspring Biosciences, Inc. / Araxes Pharma LLC | Chief Financial Officer; Secretary (Wellspring/Araxes) | Jul 2012 – Jul 2018; Secretary Jul 2012 – Jan 2015 | Private oncology platforms; governance/secretary experience . |
| Intellikine, Inc. | Vice President, Finance | 2007 – Mar 2012 | VP Finance through acquisition by Takeda . |
| PricewaterhouseCoopers LLP | Audit | Early career | Public/private audit foundation in accounting/controls . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lisata Therapeutics, Inc. (Nasdaq: LSTA) | Director | Current | Public biopharma directorship . |
| Perspective Therapeutics, Inc. (NYSE: CATX) | Director | Current | Public radiopharma directorship . |
Board Governance
- Classification & tenure: Class III director; nominated for re‑election at 2025 annual meeting to serve until 2028 .
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules (includes Henson) .
- Committee assignments: Audit Committee Chair; member of Compensation Committee .
- Financial expertise: Designated an “audit committee financial expert” under SEC rules .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings for which they served; all directors attended the 2024 annual meeting .
- Board structure: Independent, non‑executive Chair (Laurie B. Keating); CEO and Chair roles separated; Board oversees risk via committees, including audit oversight of financial reporting, ICFR, and cybersecurity .
- Related‑party oversight: Audit Committee reviews and approves related‑person transactions; pre‑approval policy in place .
- Insider trading controls: Policy prohibits hedging, short sales, margining, and pledging of company securities by directors and officers .
- Board/committee evaluations: Annual third‑party facilitated self‑assessment process .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (actual) | $57,500 | Aggregate of board retainer and committee roles earned in 2024. |
| Board Annual Retainer (policy as of Jun 20, 2024) | $40,000 | Paid quarterly; no per‑meeting fees. |
| Audit Committee Chair Retainer (policy) | $15,000 | In addition to board retainer. |
| Compensation Committee Member Retainer (policy) | $5,000 | In addition to board retainer. |
| Non‑Executive Chair Additional Retainer (policy) | $30,000 | For Chair; not applicable to Henson. |
Performance Compensation
| Component | Grant/Value | Terms |
|---|---|---|
| 2024 Option Award (grant date fair value) | $155,386 | Director equity paid in stock options; FASB ASC 718 valuation . |
| Annual Award (policy) | Option to purchase 13,000 shares per year | Vests in full at earlier of 1‑year or next annual meeting; 10‑year term; exercise price = FMV at grant . |
| Initial Award (policy for new directors) | Option equal to 2x Annual Award | 33% vests at 1‑year; remainder monthly over next 2 years; 10‑year term; FMV strike . |
| Sale Event Acceleration | Full vesting of outstanding director options upon Sale Event | Applies to Initial and Annual Awards . |
Implications: Director equity is entirely in at‑the‑money options, emphasizing alignment with long‑term shareholder value creation; sale‑event acceleration is standard but increases change‑in‑control sensitivity .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Noted |
|---|---|---|
| Lisata Therapeutics (LSTA) | Director | None disclosed with PepGen stakeholders . |
| Perspective Therapeutics (CATX) | Director | None disclosed with PepGen stakeholders . |
- Compensation Committee Interlocks: None—no PepGen executive served on another company’s comp committee where Henson served, and vice versa, in 2024 .
Expertise & Qualifications
- CPA (inactive) and seasoned biotech CFO; deep SEC reporting, audit, and capital markets experience .
- Board‑designated audit committee financial expert; chairs Audit Committee overseeing financial reporting, ICFR, and cybersecurity risk review .
- Industry breadth across public and private biopharma; prior finance leadership through M&A and portfolio transitions .
Equity Ownership
| Measure | Amount | As‑of Date |
|---|---|---|
| Beneficial ownership (exercisable within 60 days) | 72,320 shares (options) | March 31, 2025 |
| Ownership % of outstanding | <1% | March 31, 2025 |
| Total outstanding options held (director) | 91,676 options | December 31, 2024 |
| Shares pledged as collateral | Prohibited by policy; none disclosed |
Note: PepGen prohibits pledging/hedging of company stock by directors; the proxy discloses no pledging by directors .
Governance Assessment
Strengths
- Independent director with extensive public‑company CFO background; designated audit committee financial expert and Audit Chair—key for investor confidence in financial oversight .
- Independence affirmed; solid engagement with at least 75%+ attendance and participation; attendance at 2024 annual meeting .
- Robust governance infrastructure: separated Chair/CEO roles, formal related‑party oversight, prohibition on hedging/pledging, annual evaluations, and SEC/Nasdaq‑compliant clawback policy for executives (signals broader risk culture) .
Potential Concerns / Watch‑Items
- Multiple external board commitments (LSTA, CATX) can pose time‑commitment risk; however, 2024 attendance thresholds were met and she continues to chair Audit, mitigating immediate concern .
- Change‑in‑control full acceleration on director options is common but can be viewed as sale‑event sensitive; investors typically prefer no single‑trigger benefits—monitor policy evolutions .
Compensation & Alignment Takeaways
- 2024 director pay mix skews to equity via options ($155,386 option value vs. $57,500 cash), aligning compensation with stock performance; no per‑meeting fees reduce volume‑based incentives .
- Annual director equity delivered in options (not RSUs) increases pay‑for‑performance sensitivity to share price .
No Henson‑Specific Conflicts Disclosed
- Proxy discloses no related‑party transactions involving Henson; Audit Committee pre‑approves and reviews related‑party dealings .