Stephanie S. Okey
PTC THERAPEUTICSAbout Stephanie S. Okey
Independent director (age 65) with 25+ years in biopharma commercialization, notably in rare diseases at Genzyme/Sanofi; MS in Immunology & Medical Microbiology (Wright State) and BS in Zoology (Ohio State). Board tenure since 2018; currently chairs the Nominating & Corporate Governance Committee; classified board member in Class I (term expiring 2026). The board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme (Sanofi) | SVP, Head of North America, Rare Diseases; U.S. General Manager, Rare Diseases | Aug 2012 – Jul 2015 | Led commercialization in orphan/rare disease segments |
| Genzyme (Sanofi) | VP & GM, U.S. Genetic Diseases Business Unit | Sep 2011 – Aug 2012 | U.S. genetics portfolio leadership |
| Genentech | Various roles in biopharma | 1987 – 2015 (combined career at Genentech/Genzyme) | Progressive operating leadership in commercialization |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Crinetics Pharmaceuticals, Inc. (Nasdaq) | Director | Since Jul 2019 |
| Catalent, Inc. (NYSE) | Director | Since Aug 2023 |
| Albireo Pharma, Inc. (Nasdaq) | Director (prior) | Jun 2018 – Mar 2023 |
| Orphazyme A/S (Nasdaq) | Director (prior) | Mar 2021 – May 2022 |
| California Life Sciences Association | Director (prior) | Oct 2014 – Jan 2016 |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; members include Schmertzler, Okey (Chair), Young, Zeldis; held 2 meetings in 2024.
- Independence: All non-employee directors (including Okey) are independent per Nasdaq; CEO is the sole non-independent director.
- Attendance: Board met 13 times in 2024; each director attended at least 75% of board and applicable committee meetings; 10 of 11 directors attended the 2024 annual meeting.
- Executive sessions: Corporate Governance Guidelines state independent directors meet regularly in executive session.
- Board leadership: Independent Chair separate from CEO; committees (Audit, Compensation, Nominating & Corporate Governance, Development) fully independent where applicable.
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Board annual cash retainer | $50,000 (paid in arrears; prorated if needed) | |
| Nominating & Corporate Governance Committee chair fee | $14,500 annual retainer | |
| Committee member fees | Audit: $12,000 ($25,000 chair); Compensation: $10,000 ($20,000 chair); NCG member: $6,500 | |
| 2024 fees earned (Okey) | $64,500 |
| 2024 Director Compensation – Okey | Amount ($) | Source |
|---|---|---|
| Fees earned in cash | $64,500 | |
| Option awards (grant-date fair value) | $134,915 | |
| Stock awards (RSUs, grant-date fair value) | $102,760 | |
| Total 2024 compensation | $302,175 |
Performance Compensation
| Equity Instrument | Grant Size | Vesting | Terms |
|---|---|---|---|
| Annual stock options (non-employee directors) | 10,000 options | Vests monthly over 12 months starting Feb 15, 2024 | Exercise price at grant close; 10-year term |
| Annual RSUs (non-employee directors) | 4,000 RSUs | 1/3 on Jun 18, 2024; 2/3 on Feb 15, 2025 | Time-vested; continued service required |
| Additional grants for Chair (not applicable to Okey) | +10,000 options; +4,000 RSUs | Same schedules as above | Chair-only enhancement |
| Okey Outstanding Equity Status (12/31/2024) | Count | Source |
|---|---|---|
| Options outstanding (aggregate) | 81,167 | |
| Unvested RSUs (aggregate) | 2,666 |
Other Directorships & Interlocks
- Currently serves on boards at Crinetics and Catalent; prior roles at Albireo and Orphazyme; no related-person transactions involving Okey disclosed by PTCT in 2024.
- Compensation consultant (FW Cook) engaged by PTCT’s Compensation Committee; no conflicts identified; not directly tied to Okey’s committee but relevant to board governance quality.
Expertise & Qualifications
- Deep commercialization expertise in rare/orphan diseases; senior P&L roles in North America and U.S. genetics portfolios.
- Scientific grounding (MS Immunology/Medical Microbiology) enhances oversight of pipeline and regulatory topics within board deliberations.
- Adds patient-centric commercial lens; complements PTCT’s clinical development and regulatory agenda.
Equity Ownership
| Beneficial Ownership (as of 4/21/2025) | Shares | % of Outstanding | Composition |
|---|---|---|---|
| Total beneficial ownership (Okey) | 91,367 | <1% (*) | 84,833 options exercisable within 60 days; 1,667 RSUs vesting within 60 days; 4,867 common shares |
- Stock ownership guidelines: Non-employee directors must hold 3x three-year average cash Board retainer; as of Dec 15, 2024, all non-employee directors were compliant or within grace period.
- Insider trading policy: Prohibits pledging, margin purchases, hedging, short sales, and speculative options activity; pre-clearance or Rule 10b5-1 plan required for trades by SVPs and directors.
Governance Assessment
- Strengths
- Independent, engaged committee chair with relevant commercialization expertise aligned to PTCT’s rare disease focus; NCG met twice in 2024 and oversees governance principles, board evaluations, succession, and corporate responsibility.
- Strong attendance culture; board met 13 times; directors ≥75% attendance; independent leadership structure and executive sessions bolster oversight.
- Ownership alignment via equity grants and stock ownership guidelines; explicit prohibitions on pledging/hedging reduce alignment risk.
- Pay and incentives
- Director pay mix balances cash retainer with equity (options + RSUs); Okey’s 2024 total $302,175 with cash $64,500, options $134,915, RSUs $102,760; fees unchanged vs prior year, suggesting disciplined board compensation governance.
- Signals of investor confidence
- PTCT’s 2024 say-on-pay passed with ~98.1% support, indicating broad shareholder approval of compensation practices overseen by the board.
- Potential conflicts and red flags
- No related-person transactions disclosed involving Okey; independence affirmed; insider policy prohibits pledging/hedging. No attendance shortfalls noted; no tax gross-ups or director-specific perquisites disclosed.
Overall, Okey presents as an independent, commercially seasoned director with strong governance participation (NCG chair), sound alignment via equity and ownership guidelines, and minimal conflict risk based on disclosed related-party reviews and insider compliance policies.