Shane M. Cooke
PROTHENA CORP PUBLIC LTDAbout Shane M. Cooke
Shane M. Cooke is an independent director of Prothena (PRTA), age 62, serving on the Board since 2012 (tenure ~12.3 years as of March 28, 2025). He is a chartered accountant with a Bachelor of Commerce and Master of Accounting from University College Dublin, and previously served as President of Alkermes plc (2011–2018), EVP/CFO of Elan Corporation plc (CFO 2001–2011; EVP and Head of Elan Drug Technologies 2007–2011), with earlier senior finance roles in banking and aviation . The Board has determined he is independent under Nasdaq rules and is an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alkermes plc | President | 2011–2018 | Senior executive leadership in biopharma operations |
| Elan Corporation plc | Head of Elan Drug Technologies; EVP; Director | 2007–2011 (Head/EVP); Director 2005–2011 | Oversight of drug tech; board-level governance |
| Elan Corporation plc | Chief Financial Officer | 2001–2011 | Finance leadership; capital markets and reporting |
| Banking & Aviation (unspecified) | Senior finance positions | N/A | Broader finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alkermes plc | Director | Since 2018 | Public biopharma company |
| Endo International plc | Director | Since 2014 | Public biopharma company |
| UDG Healthcare plc | Director; Chair of the Board | Director 2019–2020; Chair 2020–2021 | Pharma services; acquired by Clayton, Dubilier & Rice in 2021 |
Board Governance
- Committees: Audit Committee (Chair), Compensation Committee (Member) .
- Independence: Independent director; designated audit committee financial expert; meets Nasdaq financial literacy and heightened independence requirements .
- Meeting cadence FY2024: Board 4x; Audit 7x; Compensation 5x; Nominating 4x; R&D 3x .
- Attendance: Each current director attended at least 75% of the meetings of the Board and applicable committees in FY2024; 10 of 11 directors attended the 2024 AGM .
- Term grouping: Cooke’s current term expires no later than the AGM to be held in 2027 .
| Committee Assignment | Role |
|---|---|
| Audit Committee | Chair |
| Compensation Committee | Member |
Fixed Compensation (Director Pay – FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (reported) | 86,951 |
| Standard Annual Cash Retainer (non-employee director) | 60,000 |
| Audit Committee Chair Fee | 20,000 |
| Compensation Committee Member Fee | 7,500 |
Notes: Director and committee fees are paid quarterly and pro-rated as necessary for partial-year service .
Performance Compensation (Director Equity – FY2024)
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Term | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| May 15, 2024 | Nonqualified Stock Options | 15,000 | 22.39/share | Earlier of 1-year or next AGM (subject to continuous service) | 10 years | 223,007 |
| As of FY2024 year-end | Outstanding Option Awards (total) | 131,554 | — | Mixed; per award terms | — | — |
Equity policy: Non-employee directors receive annual stock option awards; no RSUs/PSUs were held by non-employee directors at FY2024 year-end .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Alkermes plc (since 2018); Endo International plc (since 2014) |
| Prior public/private boards | UDG Healthcare plc (Director 2019–2020; Chair 2020–2021) |
| Network overlaps (potential interlocks) | Several PRTA directors have prior Elan affiliations (e.g., Lars G. Ekman, Gene G. Kinney, Dennis J. Selkoe, Daniel G. Welch) which can strengthen domain expertise but warrant monitoring for groupthink or informal influence channels |
Expertise & Qualifications
- Finance/accounting and capital markets expertise; chartered accountant; prior CFO and president roles .
- Biotech operational and commercialization experience (Elan, Alkermes) .
- Public company governance and risk oversight depth (Audit Chair; financial expert designation) .
- Geographic perspective: Irish residency and experience with Irish companies listed in the U.S. .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Deemed Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Shane M. Cooke | — | 116,544 | 116,544 | <1% |
| Outstanding Option Awards (FY2024 year-end) | — | — | 131,554 options outstanding | — |
Notes: “Shares acquirable within 60 days” generally reflects options exercisable within 60 days; ownership shown is below 1% of outstanding shares .
Governance Assessment
- Board effectiveness: As Audit Chair and a designated financial expert, Cooke anchors financial reporting oversight, auditor independence, internal control review, and major risk exposures including cybersecurity—a strong governance signal for investors .
- Independence & engagement: Independent status, committee leadership, and ≥75% attendance in FY2024 indicate active oversight; Board and committee meeting cadence shows robust governance processes .
- Pay structure & alignment: FY2024 director pay comprised cash fees of $86,951 and time-vested stock options valued at $223,007; options vest on a short schedule tied to AGM timing, enhancing near-term alignment but without explicit performance hurdles (no RSU/PSU metrics) .
- Ownership skin-in-the-game: Beneficial ownership is primarily via options, with 116,544 exercisable within 60 days and 131,554 options outstanding at year-end; no direct share holdings disclosed and no RSUs/PSUs held—alignment relies on option value leverage rather than share ownership .
- Conflicts/related party exposure: Company reports no related person transactions since January 1, 2024; Audit Committee policies require review/approval of any related party dealings—a low-conflict signal .
- Red flags: None disclosed regarding pledging/hedging, option repricing, tax gross-ups, or legal proceedings; monitor potential soft interlocks given multiple directors’ historic Elan ties to avoid insularity in decision-making .
Overall implication: Cooke’s deep finance/biopharma background and Audit chairmanship support investor confidence in reporting and risk oversight; equity alignment is primarily option-based without performance conditions, and direct share ownership appears limited—appropriate for directors but worth tracking for long-term alignment. No related-party concerns disclosed .