Laurie Stelzer
About Laurie Stelzer
Laurie Stelzer, 57, has served as an independent Class III director of PMV Pharmaceuticals since 2020; her current term expires in 2026. She is Chair of PMV’s Audit Committee and designated an SEC “audit committee financial expert,” and also serves on the Compensation Committee; the board has affirmatively determined she is independent under Nasdaq rules. Stelzer holds a B.S. in Accounting from Arizona State University and an MBA from UCLA Anderson; her background includes senior finance leadership across multiple biopharma companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kailera Therapeutics, Inc. | Chief Financial Officer | Since Jan 2025 | External CFO role; finance leadership |
| Orna Therapeutics/ReNAgade Therapeutics | CFO of ReNAgade; company acquired by Orna | Sept 2023–May 2024 | Transaction integration exposure |
| Mirati Therapeutics | Chief Financial Officer | May 2022–Sept 2023 | Public company CFO; oncology focus |
| Arena Pharmaceuticals (acquired by Pfizer) | EVP & CFO | Mar 2020–Mar 2022 | Led finance through acquisition by Pfizer |
| Halozyme Therapeutics | Chief Financial Officer | Jun 2015–Mar 2020 | Platform biopharma CFO; capital markets |
| Shire plc (acquired by Takeda) | SVP Finance; Divisional CFO; Head of IR | Various | Broad finance, IR leadership |
| Amgen | Finance/Treasury/Global Accounting/International | 15 years | Progressive finance roles |
External Roles
| Company | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Sionna Therapeutics (Nasdaq: SION) | Director | Yes | Not disclosed | Clinical-stage biopharma board service |
| Spyre Therapeutics (Nasdaq: SYRE) | Director | Yes | Not disclosed | Biotech board service |
| Surface Oncology (Nasdaq: SURF) | Director (prior) | Yes | Until Sept 2023 | Company acquired by Coherus BioSciences |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. The board confirms she is independent and an audit committee financial expert with financial sophistication per Nasdaq and SEC rules.
- Audit Committee responsibilities include oversight of accounting, financial reporting, auditor independence, internal controls, risk assessment, and related-party transaction review. The committee met five times in fiscal 2024.
- Compensation Committee met five times in fiscal 2024; operates with authority to retain independent consultants (Pearl Meyer engaged for FY2024).
- Attendance: The board met seven times in fiscal 2024; each director attended at least 75% of applicable board and committee meetings. Two of seven directors attended the 2024 annual meeting of stockholders.
- Independence: Six of seven directors (including Stelzer) are independent; CEO Dr. Mack is not independent.
Fixed Compensation
| Component | Policy Amount (FY2024) | Policy Amount (Revised Apr 2025) | Stelzer Actual FY2024 Cash |
|---|---|---|---|
| Base Director Fee (cash) | $40,000 | $40,000 | $40,000 |
| Audit Committee Chair fee | $15,000 | $15,000 | $15,000 |
| Compensation Committee member fee | $5,000 | $5,000 | $5,000 |
| Total Cash | $60,000 | $60,000 | $60,000 |
Notes:
- Outside Director Compensation Policy cash fees remained consistent; equity component was revised in 2024 and again in April 2025 (see Performance Compensation).
Performance Compensation
| Equity Component | FY2023 Policy | FY2024 Policy (Feb 2024 revision) | FY2025 Policy (Apr 2025 revision) | Stelzer FY2024 Option Grant Value |
|---|---|---|---|---|
| Initial option grant (new directors) | 45,000 options | 45,000 options | 67,000 options | — |
| Annual option grant | 22,500 options | 22,500 options | 33,500 options | $81,032 |
| One-time special grant (June 2024) | — | 45,000 options | — | Included in outstanding counts; vests monthly over 3 years |
Key terms:
- Options vest time-based (annual option vests by next annual meeting or one year; initial options vest monthly over 36 months; special June 2024 award vests monthly over 36 months).
- All director awards accelerate and vest upon a change in control; exercise price is fair market value at grant.
- FY2024 director compensation for Stelzer: Cash $60,000; Option awards fair value $81,032; Total $141,032.
No director PSUs/RSUs or performance-metric-linked equity are disclosed; director equity is entirely time-based options.
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee Interlocks | During 2024, members were Heyman, Stelzer, Baum; none were officers/employees of PMVP; and no cross-compensation committee interlocks with other issuers were disclosed. |
| Related-party transactions involving directors | Consulting arrangements exist with Baum ($87,069) and Levine ($100,000); no consulting payments disclosed for Stelzer. |
Expertise & Qualifications
- Designated “audit committee financial expert”; possesses financial sophistication under Nasdaq rules.
- 25+ years in biopharma finance including CFO roles at Kailera, Mirati, Arena, Halozyme; senior finance roles at Shire and Amgen.
- Education: B.S. Accounting (Arizona State University); MBA (UCLA Anderson).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Laurie Stelzer | 127,500 | <1% | Beneficial ownership includes options exercisable within 60 days; outstanding shares base 51,951,761 as of Apr 8, 2025. |
| Options outstanding (as of Dec 31, 2024) | 157,500 | — | Director outstanding options count; includes 2024 special grant. |
| Hedging/Pledging policy | Prohibited | — | Directors are prohibited from hedging and pledging PMVP securities. |
Governance Assessment
- Strengths: Independent director with deep public-company CFO experience; serves as Audit Chair and SEC-recognized financial expert; active committee engagement (Audit and Compensation) and at least 75% meeting attendance.
- Alignment: Director pay mix emphasizes equity via options; ongoing annual grants and revised policy in 2025 increase equity alignment; hedging/pledging bans reduce misalignment risk.
- Shareholder signal (RED FLAG): 2025 Say-on-Pay failed (For: 11,646,401; Against: 20,170,398; Abstain: 25,309; Broker Non-Vote: 8,760,485), raising scrutiny of the Compensation Committee’s oversight (Stelzer is a member).
- Pay structure watchpoints: One-time special director option grant in June 2024 (45,000 options vesting monthly over 3 years) and 2025 increase to annual/initial grant sizes could indicate pay inflation risk; however, no option repricing disclosed.
- Conflicts: No related-party transactions disclosed for Stelzer; she serves as CFO of another biopharma (Kailera) while Audit Chair at PMVP—board affirms independence, but investors may monitor bandwidth and potential industry interlocks.
Say-on-Pay & Shareholder Feedback
| Proposal (June 5, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 11,646,401 | 20,170,398 | 25,309 | 8,760,485 |
Board Governance Details
| Item | FY2024 Metric |
|---|---|
| Board meetings held | 7 |
| Director attendance threshold met | Each director ≥75% of board+committee meetings |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 5 |
| Nominating & Corporate Governance meetings | 3 |
Potential Conflicts or Related-Party Exposure
- Related-party reviews fall under Audit Committee oversight; policy and committee remit include conflict-of-interest monitoring and related person transaction review.
- No loans or related-party transactions disclosed for Stelzer; consulting arrangements disclosed for other directors (Baum, Levine).
- Insider trading policy prohibits short sales, derivatives, hedging instruments, and pledging or margin accounts for directors.
Compensation Structure Analysis
- Year-over-year shifts: 2024 policy increased option-based compensation for directors; 2025 policy further increased option grant sizes (initial 67,000; annual 33,500), emphasizing equity alignment.
- Guaranteed vs at-risk: Cash retainers are modest; majority of director compensation is equity/options (time-based vesting), keeping pay at-risk with stock performance; no RSUs or PSUs disclosed for directors.
- Repricing/modification: No option repricing disclosures; special 2024 director option grants were additive and vest over 36 months.
Employment & Contracts
- External employment: CFO, Kailera Therapeutics since Jan 2025. No PMVP employment contract terms applicable (non-employee director).
Performance & Track Record
- PMVP-specific director performance metrics for Stelzer are not disclosed; Audit Committee report notes oversight of audited financials and auditor independence, with recommendation to include audited consolidated financials in FY2024 Form 10-K; EY selected as auditor for FY2025.
Other Directorships & Interlocks (Network)
- Current public boards: Sionna Therapeutics (SION); Spyre Therapeutics (SYRE). Prior board: Surface Oncology (SURF) until acquisition. No disclosed interlocks creating compensation committee conflicts.
Equity Ownership & Alignment (Skin-in-the-Game)
- Beneficial ownership: 127,500 shares (<1%); methodology includes options exercisable within 60 days; ownership base 51,951,761 shares outstanding as of Apr 8, 2025.
- Outstanding director options: 157,500 (as of Dec 31, 2024).
- Hedging/pledging is prohibited for directors.
RED FLAGS
- Failed 2025 Say-on-Pay while serving on Compensation Committee—potential investor concern around pay oversight.
- Equity award expansion (2025 policy) and 2024 special option grant—monitor for pay inflation risk and dilution impact in small-cap biotech context.
- Multi-seat commitments plus CFO role—watch for capacity constraints, though independence affirmed.