Paul Scherer
About Paul Scherer
- Appointed as an independent director (Class III) of Prelude Therapeutics effective June 12, 2025; serves on the Compensation Committee and the Nominating & Corporate Governance Committee .
- Professional background: physician-scientist currently employed by Baker Bros. Advisors LP; prior academic credentials include M.D. and Ph.D. in Neuroscience (Johns Hopkins University) and B.A. in Biology with Neuroscience concentration (University of Pennsylvania) .
- Initial equity grant: non‑incentive stock options to purchase 76,000 shares, vesting in full at the earlier of the next annual stockholder meeting or one-year anniversary of grant, subject to continued service .
- Company states it is not aware of related-party transactions or relationships with Dr. Scherer requiring Item 404(a) disclosure; an indemnity agreement will be entered in the standard form used for other directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Multiple roles (advisor to publicly traded biotech companies) | 2018–present | Capital markets and biotech governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in PRLD filings | — | — | No other public company directorships disclosed in PRLD’s 2025 proxy or 8‑K |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Nasdaq rules require independence for compensation and nominating/governance committee members; PRLD states committee compositions meet independence requirements generally .
- Attendance baseline: In 2024 the Board met 5x; Audit 4x; Compensation 4x; Nominating & Corporate Governance 1x; no director attended less than 75% of meetings (pre‑Scherer period) .
- Anti‑hedging and clawback: Directors are prohibited from hedging Company stock; a compensation clawback policy compliant with Rule 10D‑1 applies to covered executives (board oversight) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer (member) | $35,000 | Annual |
| Additional Retainer – Board Chair | $30,000 | Annual |
| Audit Committee Chair | $15,000 | Annual |
| Audit Committee Member | $7,500 | Annual |
| Compensation Committee Chair | $10,000 | Annual |
| Compensation Committee Member | $5,000 | Annual |
| Nominating & Corporate Governance Chair | $8,000 | Annual |
| Nominating & Corporate Governance Member | $4,000 | Annual |
Non‑employee directors are reimbursed for reasonable expenses (e.g., travel) .
Performance Compensation
| Equity Award | Grant Date | Quantity | Vesting | Plan/Type |
|---|---|---|---|---|
| Stock Options | June 2025 | 76,000 | 100% vest at earlier of next annual meeting or one-year anniversary; service-based | 2020 Equity Incentive Plan; non‑incentive options |
No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for director equity; awards are time‑based .
Other Directorships & Interlocks
| Entity | Relationship to PRLD | Governance Interlock/Note |
|---|---|---|
| Baker Bros. Advisors LP/Baker Funds | Significant holder: 23.4% of voting common; 55.8% of non‑voting common; also hold 19,532,015 pre‑funded warrants with ownership caps | |
| Julian C. Baker | PRLD director; managing member of Advisor GP to Baker Bros.; compensation paid directly to employer | |
| OrbiMed Entities | Significant holder: 25.0% voting common; 44.2% non‑voting common; PRLD director David P. Bonita is an OrbiMed member (disclaims beneficial ownership except pecuniary interest) |
Company states no related‑party transactions >$120,000 during 2024–present other than director/NEO compensation .
Expertise & Qualifications
- Medical/scientific training (M.D./Ph.D., Neuroscience), plus buy‑side experience advising biotech issuers—strong fit for compensation and governance oversight in R&D‑driven organizations .
- Education: B.A. Biology (Neuroscience concentration) – University of Pennsylvania; M.D. and Ph.D. Neuroscience – Johns Hopkins University .
Equity Ownership
| As of Filing | Title of Security | Amount Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|---|
| Form 3 (filed 06/13/2025) | Common Stock | 0 | — | “No securities are beneficially owned.” |
| Company shares outstanding reference (03/31/2025) | Common Stock Outstanding | 56,454,461 | — | Denominator for percent ownership context |
Initial option grant of 76,000 shares (unvested at appointment) . No pledging/hedging permitted for directors under insider trading policy .
Governance Assessment
- Committee readiness: Placement on Compensation and Governance committees aligns with Scherer’s scientific and investor advisory background; Nasdaq independence standards apply to these committees .
- Ownership alignment: Form 3 shows zero ownership at appointment; alignment will be primarily via time‑based options (76,000) that vest within one year, consistent with PRLD’s director equity policy of annual time‑based option awards .
- Potential conflicts: Employment at Baker Bros. Advisors alongside the presence of Julian C. Baker on the Board and Baker Funds’ large holdings introduce influence/interlock considerations, though PRLD reports no related‑party transactions requiring Item 404(a) disclosure; committee independence is asserted by the Company and governed by Nasdaq rules .
- Attendance/engagement: 2024 attendance for the Board and committees met thresholds; Scherer’s tenure began mid‑2025—no personal attendance data yet .
Insider Trades
| Date | Form | Key Disclosure |
|---|---|---|
| 06/13/2025 | Form 3 | Initial Statement of Beneficial Ownership: no securities beneficially owned |
RED FLAGS and Risk Indicators
- Interlocks/influence: Two Baker‑affiliated figures (Scherer employed at BBA; Julian Baker on Board) plus large Baker ownership (voting and non‑voting) elevate perceived influence risk; monitor committee decisions, related‑party reviews, and equity financings for potential conflicts .
- Hedging/pledging: Anti‑hedging policy reduces misalignment risk; no explicit anti‑pledging statement in proxy—monitor for pledging disclosures in future filings .
- Pay structure: Director equity is time‑based options; absence of performance conditions limits pay-for-performance signaling (typical for directors) .
Employment & Contracts (Director-specific)
- Indemnification agreement: Company will enter into standard director indemnity agreement already on file as Exhibit 10.1 to S‑1 (File No. 333‑248628) .
- Term: Class III director until the 2026 Annual Meeting and until successor elected/qualified or earlier resignation/removal .
Director Compensation Mix and Policy Signals
- Mix: Cash retainers (board and committee) plus annual time‑based option awards for non‑employee directors; 2024 Annual Grant was 23,500 options vesting on the earlier of next annual meeting or one-year anniversary (illustrates standard approach) .
- Consultant: Compensia engaged to support executive and board compensation reviews (independent consultant; no conflicts flagged) .
Attendance and Engagement Expectations
- Board expects regular attendance and preparation; Scherer joins post‑proxy; 2024 Board/committee cadence documented (5/4/4/1 meetings) .
Related-Party Transactions
- Company reports none >$120,000 for 2024–present involving directors/5% holders, beyond standard compensation; RPT policy assigns review to the Audit Committee (or Governance Committee when appropriate) .
Committee Structure Snapshot (Context)
- Current committee compositions are fully independent; Audit chaired by Mardi Dier; Compensation chaired by David Bonita; Nominating & Corporate Governance chaired by Julian Baker .
Summary Implications for Investors
- Governance effectiveness likely benefits from Scherer’s scientific rigor and investor perspective; however, BBA employment plus Baker Funds’ significant ownership warrants heightened monitoring of independence, director decision-making on compensation/financings, and any strategic transactions implicating large shareholders .
- Alignment should increase as options vest; anti‑hedging reduces misalignment risk; absence of RPTs and adherence to committee independence standards are positive signals .