Lisa Wyman
About Lisa Wyman
Lisa Wyman, M.S., age 47, was appointed as an independent Class I director of PepGen in March 2025; her term runs to the 2026 annual meeting. She is Chief Technical and Quality Officer at Scholar Rock (NASDAQ: SRRK) since January 2025, and holds an M.S. in Engineering Management from Tufts University and a B.S. in Biology from Ithaca College. The board determined all non-employee directors, including Wyman, are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generate:Biomedicines | Chief Technical Operations Officer; Chief Digital Officer | Mar 2024–Jan 2025 | Led CMC, technical development, IT, quality, supply ops |
| Acceleron Pharma (acquired by Merck) | SVP Technical Operations; VP Technical Operations; VP Quality | Jan 2019–Sep 2022 (various roles) | Scaled to commercial stage; contributed to Reblozyl launch; CMC strategy for Winrevair |
| Mersana Therapeutics | Head of GxP | Dec 2017–Jan 2019 | Built quality systems |
| Shire plc | Roles of increasing responsibility | Oct 2011–Dec 2017 | Global operations/regulatory exposure |
| Boston Scientific | Leadership role (press release) | Not specified | Industry operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scholar Rock (NASDAQ: SRRK) | Chief Technical and Quality Officer | Jan 2025–present | Public company executive |
| NewAge Industries, Inc. | Board member | Aug 2022–present | Private company board service |
Board Governance
- Board structure: PepGen’s board is staggered across three classes; Wyman is Class I (term expires 2026) .
- Independence: Board determined all directors except CEO are independent; Wyman is a non-employee director and independent .
- Committee membership: As of the 2025 proxy, audit (Henson-chair; Dable; Keating), compensation (Mayer-chair; Keating; Henson), and nominating (Resnick-chair; Dable; Keating) do not list Wyman; no committee assignment disclosed for her yet .
- Attendance: In 2024, each director met at least 75% attendance on board and applicable committee meetings; all directors attended the 2024 annual meeting (Wyman joined in 2025, so her 2024 attendance is not applicable) .
- Risk oversight and leadership: Chair role is separate from CEO; committees oversee specific risks per charters .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $40,000 | Paid quarterly, pro-rated; increased from $35,000 in 2024 review |
| Committee chair/member retainers | Audit chair $15,000; member $7,500; Compensation chair $10,000; member $5,000; Nominating chair $8,000; member $4,000 | In addition to board retainer |
| Maximum annual compensation caps | $1,000,000 first year; $750,000 thereafter | Based on grant-date fair value for equity; ASC 718 |
| Cash retainer for Wyman | $40,000 | Per 8-K appointment terms |
Performance Compensation
| Award | Shares/Terms | Grant Date | Vesting | Expiration/Price | Acceleration |
|---|---|---|---|---|---|
| Initial non-employee director stock option (Wyman) | 26,000 shares | Mar 27, 2025 | 33% on first anniversary; remainder monthly over next 2 years | 10-year term; exercise price = FMV at grant | Full vest/exercise on “Sale Event” per 2022 Plan |
| Annual non-employee director stock option (policy) | 13,000 shares (increased from 12,000 on Jun 20, 2024) | At each annual meeting (prorated if <12 months service) | Vests in full by earlier of first anniversary or next annual meeting | 10-year term; exercise price = FMV at grant | Full vest/exercise on “Sale Event” |
No director PSUs/RSUs or cash bonus metrics are disclosed for non-employee directors; awards are service-based stock options .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Scholar Rock (SRRK) | Public | Executive (CTQO) | None disclosed with PepGen; board considers time commitments in nominations |
| NewAge Industries | Private | Director | None disclosed |
Expertise & Qualifications
- Manufacturing scale-up for mid- to late-stage clinical trials; deep CMC leadership; global regulatory navigation; GxP quality systems .
- Track record at Acceleron contributing to commercial product launch (Reblozyl) and CMC strategy (Winrevair) .
- Technical education and cross-functional operations experience in biopharma .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Lisa Wyman | — | <1% | As of Mar 31, 2025; options not exercisable within 60 days reflected as “—” |
| Hedging/Pledging Policy | Prohibits short sales, derivatives/hedging, margin use, and pledging of PepGen stock by directors | — | Embedded in insider trading policy |
Insider Trades (Section 16 filings)
| Date | Form | Description | Source |
|---|---|---|---|
| Mar 31, 2025 | Form 3 | Initial statement of beneficial ownership (upon board appointment) | |
| Mar 31, 2025 | Form 4 | Reports initial stock option grant consistent with non-employee director policy |
Governance Assessment
- Strengths: Independent director with specialized manufacturing/quality/regulatory expertise valuable for clinical and CMC risk oversight; robust director compensation policy aligned to service (options) rather than guaranteed cash; strong anti-hedging/pledging policy .
- Alignment: Initial ownership is de minimis as of March 31, 2025, but initial 26,000-share option creates long-dated equity exposure; no pledging/hedging allowed, supporting alignment .
- Conflicts: Company discloses no related-party transactions involving Wyman; 8-K states no arrangements/understandings tied to appointment; standard indemnification agreement executed .
- Board effectiveness signals: Staggered board may entrench, but committees are comprised of independent directors; compensation committee utilizes independent consultant (Pay Governance; $212,670 in 2024), and board/committee attendance was robust in 2024 .
- Watch items: Committee assignments for Wyman not yet disclosed; concurrent public-company executive role (Scholar Rock) and private board seat warrant monitoring for time commitments (addressed in nomination process), and future ownership build toward potential (undisclosed) director ownership guidelines (none disclosed in proxy) .
Appendix: Key Committee Compositions (for context)
- Audit: Henson (Chair), Dable, Keating; 4 meetings in 2024 .
- Compensation: Mayer (Chair since Jul 1, 2024), Keating, Henson; Pay Governance retained; 6 meetings in 2024 .
- Nominating & Governance: Resnick (Chair), Dable, Keating; 2 meetings in 2024 .