Sarah O'Dowd
Protagonist TherapeuticsAbout Sarah A. O’Dowd
Independent director at Protagonist Therapeutics since August 2020; age 75, with prior senior legal and HR leadership roles at Lam Research and VP roles at FibroGen. Education: J.D., Stanford Law; M.A. Communications, Stanford; A.B. Mathematics, Immaculata College . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lam Research Corporation (LRCX) | Senior Vice President & Chief Legal Officer; Corporate Secretary; Group VP of Human Resources | CLO/Secretary 11 years; HR 2009–2012; retired March 2020 | Senior legal executive; human capital leadership at S&P 500 tech firm |
| FibroGen, Inc. (FGEN) | Vice President | Feb 2007 – Sep 2008 | Public-company biotech legal leadership |
| Heller Ehrman LLP | Advisor; Founded Silicon Valley and San Diego offices; Global business practice group chair | 1978 – 2007 | Advised boards and CEOs; led global practice (7 offices, 250+ attorneys) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ichor Holdings, Ltd. (ICHR) | Director | 2020 – present | Audit Committee member; Human Capital Committee member; brings semiconductor manufacturing/process and human capital expertise |
| Independent Institute | Director | Not stated | Non-profit public policy organization director |
Board Governance
- Committee memberships (PTGX): Audit Committee member (effective Sep 19, 2024); Research Committee member .
- Committee meeting cadence (FY 2024): Audit 5; Compensation 4; Nominating & Corporate Governance 3; Research 4 .
- Independence and leadership: Independent; Board chaired by independent Chair (Dr. Selick); independent directors meet in executive session at every regular Board meeting .
- Attendance: Each director attended ≥75% of Board and applicable committee meetings in FY 2024; five directors attended the 2024 Annual Meeting .
Fixed Compensation (PTGX non‑employee director program)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑chair) | $40,000 | Paid quarterly; increased to $45,000 effective Jan 1, 2025 |
| Chair of the Board | $75,000 | |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Nominating $10,000; Research $10,000 | |
| Committee member retainers (non‑chair) | Audit $10,000; Compensation $7,500; Nominating $5,000; Research $5,000 | |
| Sarah O’Dowd actual cash fees (2024) | $51,549 | Reflects board and committee service in 2024 |
Performance Compensation (PTGX non‑employee director equity)
| Metric | 2024 | Vesting | Change‑in‑Control | 2025 Changes |
|---|---|---|---|---|
| Annual option grant | Option to purchase 25,700 shares | Monthly over 12 months | Options vest in full upon change in control | Annual equity to be 50% stock options / 50% RSUs; targeted total value $400,000; RSUs vest 100% at first anniversary; options vest per policy |
| Sarah O’Dowd 2024 option award fair value | $471,734 | As granted; see vesting above | Standard director policy applies | One‑time 2025 cash retainer reduction to offset 2024 total comp >$500k under plan limits |
Performance metric design (board program context)
- Directors do not have performance cash bonuses; equity is time‑vesting. For executives, PTGX uses corporate R&D, finance, and stretch goals to fund bonuses; not applicable to director compensation .
Other Directorships & Interlocks
| Company | Year | Fees Earned (Cash) | Equity Awards (Value) | Total |
|---|---|---|---|---|
| Ichor Holdings (ICHR) | 2024 | $77,500 | $150,021 | $227,521 |
| Ichor Holdings (ICHR) | 2023 | $77,500 | $150,021 | $227,521 |
| Ichor Holdings (ICHR) | 2022 | $72,500 | $150,004 | $222,504 |
- ICHR committee roles: Audit Committee member; Human Capital Committee member .
- No disclosed related‑party transactions at PTGX since Jan 1, 2024 (mitigates conflict risk) .
Expertise & Qualifications
- Legal, governance, and human capital leadership in public‑company settings; semiconductor industry/process knowledge via Lam and Ichor .
- Education: J.D. (Stanford), M.A. Communications (Stanford), A.B. Mathematics (Immaculata) .
Equity Ownership (Alignment at PTGX)
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Sarah A. O’Dowd | 125,894 | <1% (“*” denotes <1%) | Consists entirely of shares issuable upon exercise of stock options exercisable within 60 days |
| Options outstanding (at 12/31/2024) | 123,700 | — | Directors did not hold RSUs as of year‑end 2024 |
- Insider trading policy: Hedging and pledging of company stock prohibited; robust clawback policy adopted per Nasdaq Rule 5608; double‑trigger equity vesting on change in control for executives; director options vest on change in control per policy .
Governance Assessment
- Board effectiveness: Independent status; active committee service (Audit, Research); executive sessions each regular meeting; attendance at or above minimum thresholds—favorable governance signals .
- Compensation mix and alignment: PTGX director pay is predominantly equity via time‑vested options; 2024 grant fair values were elevated (~$472k), prompting a proactive 2025 cash retainer reduction to respect plan limits—responsiveness mitigates pay inflation concerns . 2025 shift to 50/50 options/RSUs aligns directors with multi‑year equity while moderating option risk .
- Ownership “skin in the game”: Beneficial ownership appears entirely via exercisable options; absence of direct share holdings or RSUs at year‑end may be a modest alignment gap versus guideline‑driven share ownership programs (PTGX does not disclose director ownership guidelines) .
- Conflicts and related‑party exposure: No related‑party transactions disclosed; service cap limits on outside boards (≤4 public boards) reduce overboarding risk; O’Dowd’s external public board role (ICHR) is in semicap equipment—low direct conflict with biotech operations .
- Risk indicators: Clawback policy in place; hedging/pledging prohibited; double‑trigger CIC equity for executives; no excise tax gross‑ups—shareholder‑friendly practices .
- Attendance and engagement: Aggregate disclosure indicates ≥75% attendance; independent directors meet without management each regular meeting; continued monitoring for individual attendance detail advisable .
RED FLAGS
- 2024 director equity grant values resulted in total compensation above $500k; while mitigated by the 2025 cash reduction, investors should monitor ongoing director pay levels and equity sizing versus peer biotech boards .
- Ownership alignment relies on options; lack of disclosed direct shareholding or RSUs for O’Dowd at year‑end—consider tracking future RSU adoption under 2025 policy and any direct holdings updates .