Victor Sandor
About Victor Sandor
Victor Sandor, M.D.C.M., age 58 as of April 16, 2025, has served on Prelude Therapeutics’ Board since May 2020. He trained in medical oncology at the NIH and earned his M.D.C.M. at McGill University, with a 20+ year track record leading oncology clinical development at AstraZeneca, Biogen Idec, Incyte, and as Chief Medical Officer at Array BioPharma . He is an independent director under Nasdaq rules and serves on the Nominating & Corporate Governance Committee; in 2025 he also assumed strategic oversight of PRLD’s clinical development as a board member and chair of its Science & Technology Committee, signaling deep engagement beyond typical director duties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Array BioPharma Inc. | Chief Medical Officer | Sep 2014 – Dec 2019 | Led oncology development; executive leadership |
| Incyte Corporation | VP/SVP Global Clinical Development | Feb 2010 – Sep 2014 | Advanced pipeline clinical programs |
| Incyte Corporation | SVP Global Clinical Development | Sep 2014 – Jun 2019 | Senior leadership in clinical development (alternate chronology reported in 2024 proxy) |
| Biogen Idec | VP & Chief Medical Officer, Oncology | Nov 2009 – Feb 2010 | Oncology CMO role |
| AstraZeneca | Oncology Product Development (roles of increasing responsibility) | Sep 2002 – Nov 2009 | Oncology product development leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kymera Therapeutics | Director | Nov 2022 | Public company board service |
| ADC Therapeutics SA | Director | Apr 2020 | Public company board service |
| Istarti Oncology | Director | Jul 2019 | Private company board service |
| Merus N.V. | Director | Jun 2019 | Public company board service |
Board Governance
- Independence: Board determined Sandor is independent under SEC/Nasdaq rules .
- Committees: Member, Nominating & Corporate Governance Committee (NGC); NGC chaired by Julian C. Baker, with Paul A. Friedman also serving .
- Engagement/Attendance: In 2024 the Board met 5x; no director attended fewer than 75% of meetings, indicating strong engagement .
- Election signal: Re-elected June 12, 2025 as Class II director; votes For 25,497,349, Withheld 1,663,561, Broker non-votes 5,341,351 .
- Additional engagement: As of Nov 2025, Sandor to provide strategic and operational oversight of PRLD clinical development as chair of Science & Technology Committee (reflects active board involvement in R&D oversight) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Fee ($) | 35,000 (policy) | 35,000 (policy) |
| Committee Member Cash Fees – NGC ($) | 4,000 (policy) | 4,000 (policy) |
| Chair/Other Committee Cash Fees ($) | Not applicable (NGC member, not chair) | Not applicable (NGC member, not chair) |
| Fees Earned or Paid in Cash ($) | 39,000 | 42,159 |
Notes:
- PRLD does not pay meeting fees; directors are reimbursed for reasonable expenses .
- CEO receives no director compensation .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Option Grant (shares) | 23,500 (granted at annual meeting; vests earlier of next annual meeting or 1 year) | 23,500 (granted at June 14, 2024 annual meeting; same vesting) |
| Option Awards ($ grant-date fair value) | 92,034 | 65,319 |
| Option Holdings (as of year-end) | 147,060 options outstanding | 170,560 options outstanding |
| Vesting Terms for Annual Grants | One-year vest; accelerates on change in control | One-year vest; accelerates on change in control |
- Director equity is delivered as stock options; no director PSUs/RSUs or performance metric-conditioned awards are disclosed for non-employee directors .
- Equity grant timing aligns with regular compensation cycles; PRLD states it does not time grants around MNPI releases .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Considerations |
|---|---|---|
| Kymera Therapeutics | Director | Oncology focus; no PRLD related-party transactions disclosed |
| ADC Therapeutics SA | Director | Oncology focus; no PRLD related-party transactions disclosed |
| Merus N.V. | Director | Oncology focus; no PRLD related-party transactions disclosed |
| Istarti Oncology | Director | Oncology focus; private; no PRLD related-party transactions disclosed |
Governance policy explicitly requires Audit Committee review of any related-party transactions >$120,000; none reported from Jan 1, 2024 to present, and none from Jan 1, 2023 to the 2024 proxy period .
Expertise & Qualifications
- Medical oncology training (NIH Fellowship) and McGill M.D.C.M.; seasoned clinical development executive across large-cap and emerging biotech .
- Domain expertise in oncology clinical strategy, trial execution, and portfolio decision-making; currently extends to hands-on strategic oversight of PRLD’s clinical programs (KAT6A and JAK2V617F) .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial Ownership – Voting Common (shares) | 123,560 (all options exercisable within 60 days) | 147,060 (all options exercisable within 60 days) |
| Beneficial Ownership – Non-Voting Common (shares) | — | — |
| Percent of Voting Common Outstanding | <1% | <1% |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
- Anti-hedging: Directors prohibited from hedging/monetization or exchange fund contributions under PRLD’s Trading Policy .
Governance Assessment
- Strengths: Independent status; strong attendance; re-election with 93.9% support of votes cast (excludes broker non-votes), evidencing investor confidence . Deep oncology development expertise actively applied to PRLD programs via Science & Technology Committee oversight—enhances board effectiveness on core strategic risks .
- Compensation alignment: Director pay modest and equity-heavy; annual options with one-year vesting promote alignment while limiting complex performance metrics typical of executives .
- Conflicts and related-party: No related-party transactions disclosed involving Sandor; PRLD maintains a formal related-party review policy . Corporate governance guidelines consider director time commitments across multiple boards, mitigating “overboarding” risk at nomination .
- Policies: Anti-hedging policy in force; clawback policy adopted in Sep 2023 for incentive-based comp (executive-focused) . Emerging growth company status—no say-on-pay votes, reducing a traditional feedback channel on compensation .
Board Governance (Detail)
| Committee | Members | Chair | Key Responsibilities |
|---|---|---|---|
| Nominating & Corporate Governance | Julian C. Baker; Paul A. Friedman; Victor Sandor | Julian C. Baker | Director recruitment, governance guidelines, board evaluation |
| Compensation | Julian C. Baker; David P. Bonita; Mardi C. Dier | David P. Bonita | Exec pay, director comp policy, plans administration; independent consultant Compensia engaged; no conflicts |
| Audit | Martin Babler; David P. Bonita; Mardi C. Dier (2025); succeeded by Katina Dorton as Chair Oct 17, 2025 | 2025 Chair: Dier; then Dorton | Financial reporting, internal controls, compliance, related-person transactions |
Signals & Votes (2025 Annual Meeting)
| Item | Votes For | Votes Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Victor Sandor (Class II) | 25,497,349 | 1,663,561 (withheld) | — | 5,341,351 |
| Auditor Ratification (E&Y LLP) | 32,364,505 | 132,459 | 5,297 | 0 |
| Charter Amendment (increase non-voting authorization) | 31,626,551 | 582,851 | 292,859 | 0 |
RED FLAGS
- None disclosed in proxies regarding related-party transactions, hedging/pledging, or attendance shortfalls .
- Withheld votes of ~6.1% of votes cast for Sandor in 2025 are modest; monitor future vote trends and board workload across multiple external boards per governance guidelines .
Year-over-Year Compensation Mix (Director)
| Metric | 2023 | 2024 | Implication |
|---|---|---|---|
| Cash Fees ($) | 39,000 | 42,159 | Slight increase; likely committee mix/timing |
| Option Awards ($) | 92,034 | 65,319 | Lower grant-date fair value YoY (market/valuation inputs) |
| Total ($) | 131,034 | 107,478 | Down YoY—equity valuation effects dominate |
Equity Grant Structure (Director)
- Annual option grant: 23,500 shares at the annual meeting; vest on earlier of next annual meeting or one-year anniversary; subject to acceleration upon change-in-control .
- 2024 annual meeting date: June 14, 2024 (grant timing) ; 2025 annual meeting: June 12, 2025 .
Related Party & Policies
- Related party transactions: None >$120,000 involving directors reported for 2023–2025 proxy periods .
- Anti-hedging policy prohibits hedging/monetization/exchange fund contributions by directors .
- Clawback policy (Sep 2023) requires recovery of certain incentive-based compensation from covered executives upon restatements; Compensation Committee enforces .
Equity Ownership Guidelines
- Director stock ownership guidelines not disclosed; beneficial ownership for Sandor comprised of options exercisable within 60 days (no direct share holdings reported) .
Governance Quality Summary
- Sandor brings high-value oncology development expertise and is actively engaged in PRLD’s clinical strategy, enhancing board effectiveness on key risks .
- Independent status, clean related-party profile, and consistent attendance support investor confidence; modest withheld votes merit routine monitoring .
- Compensation appropriately structured for directors (cash retainer plus option grants); no performance-conditioned director awards, aligning with market norms .