Mary Beth DeLena
About Mary Beth DeLena
Mary Beth DeLena, J.D., is General Counsel and Corporate Secretary of PepGen, serving since January 2024; she is 57 years old and has been an officer since 2024 . She previously spent ~15 years at Alnylam in roles of increasing responsibility, most recently Senior Vice President, Deputy General Counsel and Assistant Secretary, and earlier served as Vice President, Legal and Secretary at Praecis Pharmaceuticals; she began her legal career at Skadden, Arps (Boston) . DeLena holds a J.D. from Northeastern University School of Law and a B.A. in English from Trinity College .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | SVP, Deputy General Counsel, Assistant Secretary | Feb 2008–Nov 2022 | Supported transition from R&D to approval and commercial launch globally; advised on strategic collaborations, licensing, and capital-raising initiatives |
| Praecis Pharmaceuticals | Vice President, Legal and Secretary | Not disclosed | Established and managed the corporate legal function |
| Skadden, Arps, Slate, Meagher & Flom LLP (Boston) | Corporate Associate | Not disclosed | Early career corporate legal experience |
External Roles
- No public company directorships or external board roles disclosed for DeLena in company documents .
Fixed Compensation
- DeLena is not a named executive officer (NEO) in PepGen’s proxies; therefore, her base salary, target bonus, and bonus payouts are not disclosed. PepGen provides detailed compensation only for NEOs (CEO, CFO, EVP R&D) under scaled “emerging growth company” disclosures . Her appointment 8-K furnished a press release but did not include compensatory arrangements or an employment agreement under Item 5.02 .
Performance Compensation
- Not disclosed for DeLena. For context, PepGen’s NEOs had 2024 corporate performance assessed at 82.5% with target bonuses of 50% (CEO) and 40% (CFO/EVP R&D), paid in Q1 2025; this indicates a company framework but is not specific to DeLena .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 43,098 |
| Ownership as % of outstanding | Less than 1% (“*%” per proxy) |
| Direct common shares | 1,432 |
| Options exercisable within 60 days | 41,666 |
| Options unexercisable | Not disclosed |
| Pledging or hedging of company stock | Prohibited by PepGen’s insider trading policy (no pledging, no margin, no short sales/derivatives/hedging) |
| Rule 10b5‑1 plans | Allowed subject to policy; transactions under approved plans exempt from trading windows |
Company practice: stock options generally vest 25% on the first anniversary, then in 36 equal monthly installments, subject to continued service; change-in-control termination scenarios may accelerate vesting per plan and employment agreements (practice excerpted from NEO disclosures) .
Employment Terms
- No employment agreement terms (severance, change‑of‑control) are disclosed for DeLena in proxies or 8‑Ks; only NEO agreements are summarized (CEO and EVP R&D) . Her appointment was announced via an Item 8.01 8‑K with a press release; no Item 5.02 compensatory arrangements were filed, indicating no public disclosure of her contract economics at that time .
- 2025 offering lock‑up: In connection with a proposed public offering, insider lock‑up agreements restricted sales through the lock‑up period (terminating no later than Oct 11, 2025), with limited exceptions and allowance to establish 10b5‑1 plans without sales during the period; this would have reduced near‑term insider selling pressure across covered officers (company‑wide doc; signatories not enumerated in the excerpt) .
Compensation Committee Analysis
- Committee composition and independence: Compensation committee members included Laurie B. Keating, Heidi Henson, and Howard Mayer (chair from June 30, 2024); all members determined independent under Nasdaq rules; the committee met six times in 2024 .
- Consultant: Pay Governance, LLC engaged; fees totaled $212,670 in 2024 .
- Responsibilities include executive compensation determination, grant approvals, policy risk review, and shareholder engagement on compensation matters .
- As an emerging growth company, PepGen is not required to conduct say‑on‑pay advisory votes yet .
Performance Compensation Details (Company Framework, not specific to DeLena)
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Corporate goals (2024, NEOs) | Not disclosed | Target bonuses: CEO 50%, CFO/EVP R&D 40% of base | Achievement deemed 82.5%; bonuses paid Q1 2025 | Options time‑based vesting; PSU one‑time grant to CFO; vesting/acceleration per plan/agreements |
Investment Implications
- Alignment: DeLena holds 43,098 shares/rights (primarily options exercisable within 60 days), representing less than 1% of outstanding—meaning modest direct equity exposure; however, company policy bans pledging and hedging, improving alignment quality and reducing red‑flag risk .
- Transparency gap: As a non‑NEO, her cash and equity compensation structure (base, targets, severance multiples, change‑of‑control triggers) is not publicly disclosed, limiting pay‑for‑performance analysis and modeling for trading signals .
- Selling pressure: 2025 lock‑up arrangements around the offering constrained insider sales until the lock‑up expiration (no later than Oct 11, 2025), suggesting limited near‑term supply from insiders during that window .
- Retention risk: Absent disclosed severance/change‑of‑control protections for DeLena, investors should monitor future Item 5.02 filings or proxy updates for contract terms; company‑wide equity vesting practices and prohibition of hedging/pledging indicate a standard governance posture but do not quantify her individual retention economics .
Additional diligence: Review future 8‑K Item 5.02 filings and subsequent proxies for any disclosure of DeLena’s employment agreement, severance/change‑of‑control terms, equity grants (RSUs/PSUs/options) and vesting schedules to refine retention and selling pressure assessments .