Mary Smith
PTC THERAPEUTICSAbout Mary Smith
Mary Smith, age 62, has served as an independent director of PTC Therapeutics since 2021 and sits on the Audit and Compensation Committees. She is Vice Chair at VENG Group (since February 2018) and previously held senior legal and policy roles in U.S. government. She holds a B.S. in mathematics and computer science from Loyola University Chicago and a J.D. from the University of Chicago Law School . The Board determined all directors except the CEO are independent under Nasdaq rules; Mary is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indian Health Service (HHS) | Principal Deputy Director (CEO equivalent); Deputy Director | Oct 2015–Jan 2017; Mar 2016–Jan 2017 | Led operations for a national hospital system serving 2.2M Native Americans |
| Office of Special Deputy Receiver (IL) | Special Counsel & Estate Trust Officer | Jul 2014–Apr 2015 | Managed and advised on M&A for troubled insurers |
| Illinois Department of Insurance | General Counsel | Jun 2012–Jul 2014 | Chief legal officer |
| U.S. DOJ, Civil Division | Counselor | Feb 2010–Jun 2012 | Senior advisory role |
| White House (Domestic Policy Council; Counsel’s Office) | Associate Director of Policy Planning; Associate Counsel to the President | 1997–2001 | Policy and legal advisory roles |
| Schoeman, Updike, Kaufman & Scharf | Partner | Not disclosed | Private practice leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VENG Group (gov’t relations/public affairs) | Vice Chair | Since Feb 2018 | Strategy, healthcare, corporate governance |
| Caroline and Ora Smith Foundation | Founder | Not disclosed | STEM training for Native American girls |
Board Governance
- Committee memberships: Audit Committee and Compensation Committee; not a chair. Audit Committee chaired by Emma Reeve; Compensation Committee chaired by Dr. Glenn D. Steele .
- Independence: Board determined all directors except the CEO are independent; Mary is independent .
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Audit Committee engagement: Mary is a signatory to the Audit Committee Report recommending inclusion of 2024 audited financials in Form 10-K .
- Board leadership: Independent Chair (Michael Schmertzler) separate from CEO; structure emphasizes independent oversight .
- Risk oversight: Committees actively oversee compensation, governance, audit/risk, and development programs .
Fixed Compensation
| Component | Amount/Terms | 2024 Mary Smith Actual | Notes |
|---|---|---|---|
| Board annual cash retainer | $50,000 | $72,000 | Fees earned include $12,000 Audit Committee member fee and $10,000 Compensation Committee member fee (sum aligns to $72,000) |
| Audit Committee (member) | $12,000 | Included above | Chair fee $25,000 (not applicable) |
| Compensation Committee (member) | $10,000 | Included above | Chair fee $20,000 (not applicable) |
| Nominating & Corporate Governance (member) | $6,500 | N/A | Not a member |
| Ad hoc committees | $7,500 member; $11,250 chair | N/A | For transaction/litigation ad hoc committees in 2024, if applicable |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options (non-employee director annual) | Feb 15, 2024 | 10,000 | $134,915 | 12 equal monthly installments over one year | Exercise price = closing price on grant date; 10-year term |
| RSUs (non-employee director annual) | Feb 15, 2024 | 4,000 | $102,760 | 1/3 on Jun 18, 2024; 2/3 on Feb 15, 2025 | Time-vested; service-based |
Quote: “The stock options granted to our non-employee directors have an exercise price equal to the closing price of PTC’s common stock on the date of grant and expire ten years after the date of grant. Vesting of the option and restricted stock unit grants are subject to the director’s continued service to us.”
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public-company directorships disclosed for Mary Smith |
Expertise & Qualifications
- Governance and regulatory expertise from senior roles at HHS Indian Health Service, DOJ, Illinois DOI, and the White House .
- Legal credentials (J.D., University of Chicago) and STEM background (B.S., Loyola University Chicago) .
- Corporate governance advisory experience (VENG Group) and community leadership (foundation) .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 66,980 | Less than 1% of outstanding shares (79,237,622 as of Apr 21, 2025) |
| Common stock (direct) | 13,813 | As of Apr 21, 2025 |
| RSUs vesting within 60 days | 1,667 | Included in beneficial count |
| Options exercisable within 60 days | 51,500 | Included in beneficial count |
| Options outstanding (aggregate) | 47,834 | As of Dec 31, 2024 |
| Unvested RSUs (aggregate) | 2,666 | As of Dec 31, 2024 |
| Ownership guidelines | 3x three-year average cash Board retainer for non-employee directors | All directors were in compliance or within grace period as of Dec 15, 2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy | Short sales, hedging, and pledging are prohibited |
Insider Trades (last 12 months)
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-01-03 | 2025-01-07 | Award/Grant | Common Stock | 4,000 | $0.00 | 17,813 | https://www.sec.gov/Archives/edgar/data/1070081/000141588925001026/0001415889-25-001026-index.htm |
| 2025-01-03 | 2025-01-07 | Award/Grant | Stock Option (Right to Buy) | 8,800 | $46.54 | 8,800 | https://www.sec.gov/Archives/edgar/data/1070081/000141588925001026/0001415889-25-001026-index.htm |
| Data source: Insider-trades skill Form 4 records (Mary L. Smith; director) fetched for PTCT from 2024-11-20 to 2025-11-20. |
Governance Assessment
- Committee effectiveness: Active service on Audit and Compensation Committees; Audit Committee met five times, Compensation Committee nine times in 2024, indicating robust oversight cadence .
- Independence and engagement: Independent director with governance, regulatory, and legal expertise; Board attendance thresholds met; independent Chair structure enhances oversight .
- Compensation alignment: Director pay is balanced between cash retainer and time-vested equity; 2024 cash fees ($72,000), option grant (10,000), and RSUs (4,000) align with peer-informed structures; no meeting fees; stock ownership guidelines in place and compliant/well-progressed .
- Ownership/skin-in-the-game: Beneficial ownership of 66,980 shares, RSUs and options; hedging and pledging prohibited, supporting alignment; ownership guidelines enforced with compliance checks .
- Conflicts/related-party: No related-party transactions involving Mary Smith disclosed; robust related-person transaction policy under Audit Committee oversight; clawback policy compliant with Rule 10D-1 .
- Shareholder signals: 2024 say-on-pay support at ~98.1% reflects strong investor confidence in compensation oversight and governance .
RED FLAGS: None disclosed specific to Mary Smith. No pledging/hedging, no related-party exposure, and strong say-on-pay support. Continuous monitoring advised for any future VENG-related engagements with PTC (none disclosed) .