Laurie Keating
About Laurie B. Keating
Independent director and non-executive Chair of PepGen’s Board since December 2021; age 71 as of March 31, 2025. Former EVP & Chief Legal Officer at Alnylam and SVP & General Counsel at Millennium, with deep life sciences legal, governance, and public policy experience; B.A. in Economics (UC Berkeley) and J.D. (UC Hastings). The Board has determined all directors other than the CEO are independent, and PepGen separates the Chair and CEO roles for governance effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. | EVP, Chief Legal Officer & Secretary | Mar 2019 – Sep 2021 | Executive legal leadership at a public biotech; oversight of corporate governance and SEC compliance |
| Alnylam Pharmaceuticals, Inc. | SVP, General Counsel & Secretary | Sep 2014 – Mar 2019 | Built legal function supporting public company operations |
| Millennium: The Takeda Oncology Company | SVP, General Counsel & Secretary | Sep 2004 – Jan 2014 | Led legal affairs at an established biopharma |
| Hydra Biosciences, Inc. | Founding CEO & Director | Prior to Millennium | Early-stage operating leadership; venture-backed biotech formation |
| McCutchen, Doyle, Brown & Enersen (now Morgan, Lewis & Bockius) | Attorney | Early career | Corporate law practice foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Immuneering Corporation (Nasdaq: IMRX) | Director | Current | Public company directorship |
| Imago BioSciences Inc. (formerly Nasdaq: IMGO) | Director | Prior | Prior public board experience |
| MassBio (non-profit) | Director | 2005 – Mar 2022 | Industry association governance |
Board Governance
| Item | Details |
|---|---|
| Board Role | Non-executive Chair since Dec 2021; Chair and CEO roles are separated |
| Independence | Independent director; Board determined all non-employee directors are independent (Nasdaq and SEC rules) |
| Committees | Audit (member), Compensation (member; chair through Jun 30, 2024), Nominating & Corporate Governance (member) |
| Committee Activity (2024) | Audit met 4x; Compensation met 6x; Nominating & Corporate Governance met 2x |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting |
| Risk Oversight | Board/committees oversee enterprise risk; audit committee covers financial reporting, ICFR, cybersecurity |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $89,000 | Reflects board retainer plus eligible committee/non-exec chair retainers under policy |
| Option awards (grant-date fair value) | $155,386 | Director annual option award accounting value under ASC 718 |
| Total | $244,386 | No other comp reported |
Director Compensation Policy (updated Jun 20, 2024):
- Board annual cash retainer $40,000; Non-executive Chair add $30,000; Committee chair/member retainers: Audit ($15,000/$7,500), Compensation ($10,000/$5,000), Nominating & Governance ($8,000/$4,000) .
- Annual option award: 13,000 shares, vest by next annual meeting or 1-year anniversary; Initial option award for new directors equals 2x annual award; 10-year term; strike price = grant-date fair market value; sale event full acceleration .
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Annual director equity (options) | No performance metrics (time-based options only) | Annual award vests fully by next annual meeting or 1 year; Initial award vests 33% at year 1 then monthly over 2 years; sale event acceleration |
No director performance-based cash metrics, PSUs, or TSR targets are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Immuneering (IMRX) | Current external public board | No related-party transactions disclosed with PepGen; oversight via audit committee policy |
| Imago BioSciences (IMGO) | Prior public board | No current exposure noted |
| MassBio | Industry association | Non-profit; no related-party transactions disclosed |
PepGen discloses robust related-party review by the audit committee; no related-party transactions were disclosed involving Ms. Keating. The proxy details related-party arrangements for other directors (e.g., RA Capital/Resnick; Oxford/Ashton), but not for Keating .
Expertise & Qualifications
- Life sciences legal and governance leadership (Alnylam, Millennium); experience as founding CEO at a venture-backed biotech; public company board experience .
- Deep knowledge of SEC reporting, corporate governance, and industry policy; board prioritizes diverse skills and independence .
- Serves on audit, compensation, and nominating committees; audit committee financial expert designation is held by Heidi Henson (not Keating) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 104,445 shares | Less than 1% of outstanding shares |
| Breakdown (footnote) | 104,445 shares via options exercisable within 60 days; 4,166 shares common stock | Footnote composition detail |
| Options outstanding (Dec 31, 2024) | 129,064 options | Director-level option holdings |
| Pledging/Hedging | Prohibited by insider trading policy (short sales, derivatives, margin, pledging) |
Governance Assessment
- Strengths: Independent non-executive Chair; multi-committee service (audit, compensation, nom/gov) enhances oversight; Board independence confirmed; attendance at/above required thresholds; audit committee covers cybersecurity, ICFR, and related-party review; compensation committee uses independent consultant (Pay Governance; $212,670 in 2024) .
- Alignment: Director pay is modest cash plus time-based option grants; ownership via options and shares supports skin-in-the-game; pledging/hedging prohibited .
- Potential pressure points: Concentration of responsibilities (Chair plus three committees) can increase workload risk; however, committee chairs are diversified (Compensation chair transitioned to Howard Mayer in 2024), and attendance remained strong .
- Conflicts/Related-party exposure: None disclosed for Keating; audit committee screens related-party transactions; broader shareholder affiliations (e.g., RA Capital, Oxford) pertain to other directors, not Keating .
RED FLAGS: None specifically disclosed for Keating (no related-party transactions, no pledging/hedging, acceptable attendance). Monitoring recommended on workload balance given combined Chair role and multi-committee membership .