David P. Southwell
PTC THERAPEUTICSAbout David P. Southwell
David P. Southwell (age 64) is an independent director of PTC Therapeutics, serving on the Board since 2005. He holds a B.A. from Rice University and an M.B.A. from the Tuck School of Business at Dartmouth, and is designated an Audit Committee financial expert. His core credentials span public-company CEO/CFO roles in biotech and extensive capital markets experience, with current service on Rocket Pharmaceuticals’ board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TScan Therapeutics, Inc. | Chief Executive Officer; Director | Oct 2018–Mar 2023 | Led a Nasdaq-listed biotech through development and financing cycles |
| Inotek Pharmaceuticals, Inc. | President & CEO | 2014–2018 (until merger with Rocket) | Operated a public biotech; merger completion with Rocket Pharmaceuticals |
| Human Genome Sciences, Inc. | Executive Vice President & CFO; Director | CFO: Mar 2010–Sep 2012; Director: 2008–2010 | Oversaw finance and strategic transactions at a formerly public biopharma |
| Sepracor, Inc. | EVP & CFO; SVP & CFO | 1994–2008; SVP & CFO 1994–1995 | Long-tenured finance leadership at a research-based pharma |
| Lehman Brothers Inc. | Investment Banking (various roles) | 1988–1994 | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocket Pharmaceuticals, Inc. | Director | Current | Public biotech board service (committee roles not disclosed) |
| Spero Therapeutics, Inc. | Director | 2018–2019 | Nasdaq-listed biotech (committee roles not disclosed) |
| inVentiv Health, Inc. | Director | 2016 | CRO prior to recapitalization (committee roles not disclosed) |
| THL Credit, Inc. | Director | 2007–2016 | Nasdaq-listed BDC (committee roles not disclosed) |
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (member); designated an “audit committee financial expert” by PTCT’s Board .
- Independence: All directors other than the CEO are independent under Nasdaq rules; Southwell is independent .
- Attendance and engagement: The Board met 13 times in 2024; each director attended at least 75% of Board and relevant committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Board leadership: Chair of the Board and CEO roles are split (Chair: Michael Schmertzler; CEO: Matthew Klein), with independent directors meeting regularly in executive sessions under Corporate Governance Guidelines .
- Compensation Committee interlocks: No interlocks or insider participation; members (including Southwell) were not officers/employees of PTCT .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned in cash (total) | $79,500 | Southwell’s total cash retainers in 2024 |
| Policy context: Board annual retainer | $50,000 | Standard non-employee director cash retainer |
| Policy context: Audit Committee member retainer | $12,000 | Chair $25,000; Southwell was a member (not chair) |
| Policy context: Compensation Committee member retainer | $10,000 | Chair $20,000; Southwell was a member (not chair) |
| Policy context: Ad hoc committee retainer | $7,500 (member) / $11,250 (chair) | Ad hoc transaction/litigation committees active in 2024 |
- Compensation consultant: FW Cook engaged for director pay review; PTCT retained FW Cook for independence, with no conflicts found .
- 2024 fees remained unchanged vs 2023 per committee review .
Performance Compensation
| Grant Type | Quantity | Vesting Schedule | Grant-Date Fair Value (USD) |
|---|---|---|---|
| Stock options (annual) | 10,000 | Vests over one year in 12 equal monthly installments starting Feb 15, 2024 | $134,915 (Southwell’s 2024 option award value) |
| Restricted stock units (annual) | 4,000 | 1/3 on Jun 18, 2024; 2/3 on Feb 15, 2025 | $102,760 (Southwell’s 2024 stock award value) |
- No director PSUs or performance-based equity were disclosed; director equity is time-based for alignment and retention .
Other Directorships & Interlocks
- Current public company boards: Rocket Pharmaceuticals (director) .
- Prior public company boards: Spero Therapeutics (2018–2019), THL Credit (2007–2016); inVentiv Health (2016) .
- Interlocks: PTCT disclosed no compensation committee interlocks or insider participation involving Southwell .
Expertise & Qualifications
- Finance and capital markets: Former CFO of Human Genome Sciences and Sepracor; investment banking at Lehman Brothers .
- Biotech operating leadership: CEO roles at TScan Therapeutics and Inotek Pharmaceuticals .
- Governance: Audit Committee financial expert designation; broad public company board experience .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 97,833 shares | Less than 1% of outstanding; record date outstanding shares: 79,237,622 |
| Ownership breakdown | Options exercisable within 60 days: 81,666; RSUs vesting within 60 days: 1,667; Common stock: 12,850; Family trust: 1,650 | SEC beneficial ownership methodology |
| Unvested RSUs (as of 12/31/2024) | 2,666 | Outstanding director RSUs |
| Options outstanding (as of 12/31/2024) | 90,000 | Outstanding director options |
| Ownership guidelines | 3x three-year average cash Board retainer for directors; compliance as of Dec 15, 2024 (or within grace) | Company-wide compliance status; directors within guideline framework |
| Hedging/pledging | Prohibited for directors; pre-clearance/Rule 10b5-1 required for trades | Insider Trading Policy |
Governance Assessment
- Strengths: Long-tenured independent director; Audit Committee financial expert; service on both Audit and Compensation Committees; high board engagement benchmarks; equity-based director pay supports alignment; no pledging/hedging; ownership guideline compliance .
- Compensation signals: Balanced cash/equity mix; time-based options/RSUs; stable fee structure post consultant review indicates discipline; no director performance equity risk elevation .
- Shareholder signals: Strong 2024 say-on-pay support (98.1%) indicative of investor confidence in compensation governance .
- Conflicts/related-party exposure: None disclosed involving Southwell; related-party procedures overseen by Audit Committee .
- Monitoring points: Tenure dating back to 2005 warrants continued focus on refreshment and independence; maintain scrutiny for any future interlocks with PTCT counterparties or compensation consultant conflicts (none currently) .