Mark Stenhouse
About Mark Stenhouse
Independent director of Phathom Pharmaceuticals since March 2020; age 58 as of the 2025 proxy; B.S. in Business Administration from the College of Charleston. Prior executive roles include COO of Prometheus Biosciences (until its sale to Merck in June 2023), GM of the Screening BU at Exact Sciences, and senior U.S. Immunology leadership at AbbVie/Abbott—bringing commercial, GI/immunology, and operating expertise aligned with PHAT’s therapeutic focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prometheus Biosciences | Chief Operating Officer | Mar 2021 – Jun 2023 (sale to Merck) | Built/ran operations through acquisition; senior operating leadership |
| Exact Sciences | GM, Screening Business Unit | Apr 2018 – Jan 2021 | Led growth of screening franchise |
| AbbVie | VP, U.S. Immunology; VP/GM, U.S. Immunology—Gastroenterology | Oct 2016 – Mar 2018; Apr 2010 – Sep 2016 | Oversaw U.S. immunology expansion; GI franchise leadership |
| Abbott Laboratories | Senior mgmt/marketing/sales (U.S. Immunology) | Sep 2006 – Mar 2010 | Commercial leadership in immunology |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in PHAT’s 2023–2025 proxies . |
Board Governance
- Classification/tenure: Director since March 2020; listed in Class I with term expiring at the 2026 annual meeting (Class I) in 2024 and shown among Class I directors in 2025 .
- Independence: Board determined Stenhouse is independent under Nasdaq rules (one of seven independent directors as of 2024) .
- Committee assignments (most recent first):
- 2025: Compensation Committee member (committee met 5× in FY2024; all members independent); served on Nominating & Corporate Governance (NCG) through April 17, 2025, after which the NCG composition changed .
- 2024: Compensation Committee member; NCG member; not listed on Audit (Audit members were Kunz, Socks, Karbe) .
- 2023: Audit Committee member; Compensation Committee member; NCG member; all committee members independent .
- Attendance: Board met 10× in FY2024 and 13× in FY2023; in each year, every director attended at least 75% of board and assigned committee meetings. All directors attended the 2024 annual meeting; all but one attended in 2023 .
- Risk oversight: Audit oversees financial/reporting, cybersecurity, and related-party reviews; Compensation assesses compensation risk and oversees the clawback policy; NCG manages independence, disclosure practices, and conflicts .
Fixed Compensation
- Director fee framework (effective through 2024–2025 proxies): $50,000 annual cash retainer; committee chair retainers—Audit $20,000, Compensation $15,000, NCG $10,000; committee member retainers—Audit $10,000, Compensation $7,500, NCG $5,000; Non-executive Chair additional $40,000 .
| Year Ended | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 66,667 | Reflects base and committee retainers earned in FY2024 under the director program . |
| 2023 | 71,667 | Reflects base and committee retainers earned in FY2023 . |
Performance Compensation
- Structure and vesting: Non-employee directors receive initial and annual equity awards comprised of RSUs and stock options that vest based on continued service—either on the first anniversary or at the next annual meeting; vesting schedules and award sizes were increased effective May 23, 2024 to better align with market medians per Pay Governance review .
- Service-based, not performance-based: No TSR/financial metrics apply to director equity; awards are time- and service-vested .
| Grant/Outstanding Detail | RSUs (#) | RSU Value/Share ($) | Options (#) | Option/Stock Award Value ($) |
|---|---|---|---|---|
| Annual grant on May 25, 2023 | 9,000 | 11.71 | Program provided 15,000 options annually | Option awards $106,782; Stock awards $105,390 for FY2023 |
| Annual grant on May 23, 2024 | 10,500 | 10.30 | Program increased to 17,500 options annually effective 5/23/2024 | Option awards $121,280; Stock awards $108,150 for FY2024 |
| Outstanding at 12/31/2024 | 10,500 RSUs | — | 80,000 options | — |
Other Directorships & Interlocks
| Category | Finding |
|---|---|
| Other public company boards | None disclosed for Stenhouse in PHAT proxies . |
| Compensation Committee interlocks | Company disclosed no interlocks for any compensation committee member (including Stenhouse) in 2023–2024 . |
| Related party transactions | Audit Committee reviews related person transactions; no Stenhouse-specific related party transactions disclosed . |
Expertise & Qualifications
- Commercial and operating leadership in immunology and GI across Exact Sciences, AbbVie/Abbott, and Prometheus (COO), supporting PHAT’s commercialization and GI focus .
- Independent director with multi-committee experience (Audit, Compensation, NCG), including periods of audit oversight and compensation governance (clawback administration) .
Equity Ownership
| “As of” Date | Beneficially Owned Shares | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Apr 7, 2025 | 99,500 | * (<1%) | 80,000 options exercisable within 60 days; 19,500 RSUs vested/scheduled to vest within 60 days . |
| Mar 28, 2024 | 71,500 | * (<1%) | Beneficial ownership under SEC rules (60-day window) . |
| Mar 30, 2023 | 47,500 | * (<1%) | Beneficial ownership under SEC rules (60-day window) . |
Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors; no pledging disclosed for Stenhouse .
Governance Assessment
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Strengths
- Independent status with strong, directly relevant operating/commercial background in GI/immunology and diagnostics; multi-committee experience enhances board effectiveness .
- Consistent engagement: board met 10× (2024) and 13× (2023) with ≥75% attendance by each director; all directors attended the 2024 annual meeting—supportive of investor confidence .
- Conservative alignment features: anti-hedging policy; director equity is service-vested (limits short-term risk incentives); market benchmarking by independent consultant (Pay Governance) and program calibrated toward market medians .
-
Watch items
- Equity is service-based (no performance hurdles) for directors; investors often prefer director equity with holding/ownership guidelines—no explicit director ownership guidelines disclosed in proxies .
- Beneficial ownership remains <1%; while typical for independent directors, ownership guidelines or voluntary holdings could further strengthen alignment (not disclosed) .
- Governance continuity amid board reconstitution in 2025 (CEO and audit committee changes) places premium on Compensation Committee oversight where Stenhouse remains a member .
-
Shareholder sentiment context
- 2025 Say-on-Pay approved (24.58M For; 8.70M Against; 1.19M Abstentions; broker non-votes 17.43M), suggesting acceptable compensation governance amid changes; frequency vote favored annual SOP .
RED FLAGS: None identified for Stenhouse—no related-party transactions, no hedging/pledging, no meeting attendance shortfalls, no interlocks, no tax gross-ups or option repricings disclosed .