Mary Thistle
About Mary Thistle
Independent Class III Director at Q32 Bio (QTTB) since 2018; age 65; finance and business development executive with prior COO/CBO roles in gene therapy and senior BD roles at Cubist Pharmaceuticals. Education: B.S. in Business and Accounting, University of Massachusetts Boston; former Certified Public Accountant . She is one of three female directors on the nine‑member board, supporting board diversity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Medical Research Institute | Special Advisor | Fall 2020 – June 2022 | Strategic advisory to non-profit biotech |
| Bill & Melinda Gates Medical Research Institute | Chief of Staff | Jan 2018 – Fall 2020 | Organizational leadership |
| Dimension Therapeutics, Inc. | Chief Operating Officer | 2016 – 2017 | Operations for gene therapy company |
| Dimension Therapeutics, Inc. | Chief Business Officer | 2015 – 2016 | BD leadership |
| Cubist Pharmaceuticals, Inc. | SVP, Business Development | 2014 – 2015 | BD leadership |
| Cubist Pharmaceuticals, Inc. | VP, Business Development | 2012 – 2013 | BD leadership |
| Cubist Pharmaceuticals, Inc. | Senior Director, Business Development | 2009 – 2012 | BD leadership |
| ViaCell, Inc.; PerkinElmer Inc. | Various positions | Not disclosed | Not disclosed |
External Roles
| Company | Ticker | Role | Start Date | Committees/Impact |
|---|---|---|---|---|
| Alaunos Therapeutics, Inc. | TCRT | Director | Nov 2020 | Not disclosed |
| Entrada Therapeutics, Inc. | TRDA | Director | May 2021 | Not disclosed |
| Vigil Neuroscience, Inc. | VIGL | Director | Apr 2022 | Not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq rules (April 2025 board review) .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit .
- Audit oversight: Signatory on Audit Committee Report (April 29, 2025) .
- Attendance: Each director attended ≥75% of board/committee meetings in 2024; board met 7x, audit 4x, nominating 1x .
- Board structure: Separate Chair and CEO; robust risk oversight across committees .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $58,024 | Actual cash retainer received in 2024 |
| Policy: Board annual cash retainer | $40,000 | For non-employee directors |
| Policy: Audit Committee member | $9,500 | Annual cash retainer |
| Policy: Nominating Committee chair | $5,000 | Annual cash retainer |
Performance Compensation
| Metric | Value/Terms | Date/Period |
|---|---|---|
| Option awards (grant-date fair value, 2024) | $164,607 | FY2024 |
| Options outstanding (as of 12/31/2024) | 12,767 shares | Year-end 2024 |
| Annual director option award policy | $114,000 value; vests fully by 1-year or next annual meeting; 10-year expiry; strike = FMV on grant | Ongoing policy |
| Initial director option award policy | $228,000 value; 1/3 at 1 year, remainder monthly over next 2 years; 10-year expiry; strike = FMV | Upon initial appointment |
| Underwater options repriced | Exercise price reduced to $2.54 for options with grant dates prior to Feb 23, 2025 held by current employees and non-employee directors | Feb 24, 2025 |
RED FLAG: Company-wide repricing of underwater options for directors on Feb 24, 2025 to $2.54 per share, which is shareholder-unfriendly absent explicit performance conditions .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Major stockholders represented on board | Atlas Venture (Grayzel) and OrbiMed (Xu) affiliates >5% holders; both directors deemed independent but affiliations noted by the board . |
| Mary Thistle ties | No disclosed related-party transactions; independence affirmed; service on other biotech boards (TCRT, TRDA, VIGL) . |
Expertise & Qualifications
- Finance and business development track record across public biopharma; former CPA; executive operator in gene therapy .
- Governance leadership as Nominating & Corporate Governance Committee chair .
Equity Ownership
| Category | Shares/Value | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (as of 4/16/2025) | 4,965 shares (via options exercisable within 60 days) | <1% | Footnote clarifies all 4,965 are option-based within 60 days . |
| Options outstanding (12/31/2024) | 12,767 shares | N/A | Year-end outstanding options |
| Anti-hedging/pledging | Company policy prohibits hedging, short sales, and pledging/margin use of company stock . | ||
| Section 16 compliance | No late filings disclosed for Mary; several others had inadvertent late filings in 2024 . |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance; serves on Audit; ≥75% attendance; audit report signatory; anti-hedging/anti-pledging policy in place .
- Alignment: Holds options; beneficial ownership is modest (<1%); equity mix typical for small-cap biotech directors .
- Risks/Red Flags:
- Option repricing for directors (Feb 24, 2025) reduces at-risk alignment and is a negative governance signal unless explicitly justified by retention needs and shareholder consultation .
- Board representation by significant shareholders (Atlas, OrbiMed) may influence strategic decisions; not specific to Mary but relevant to board dynamics .
- Conflicts/Related Parties: No related-party transactions involving Mary disclosed; independence affirmed; adherence to insider trading policy .
Director Compensation Summary (2024)
| Component | Amount ($) |
|---|---|
| Cash fees | $58,024 |
| Option awards (grant-date fair value) | $164,607 |
| Total | $222,631 |
Committee Assignments
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Member |
| Compensation | Not a member |
| Research & Development | Not a member |
Attendance & Engagement
| Body | 2024 Meetings | Attendance Standard |
|---|---|---|
| Board | 7 | ≥75% for all directors |
| Audit Committee | 4 | ≥75% standard |
| Nominating Committee | 1 | ≥75% standard |
Beneficial Ownership Detail (as of April 16, 2025)
| Holder | Shares Beneficially Owned | % |
|---|---|---|
| Mary Thistle | 4,965 | <1% |
Policy Highlights Impacting Alignment
- Non-Employee Director Compensation Policy includes cash retainers and equity retainers, with option election in lieu of cash permitted; equity grants vest on annual cadence and accelerate upon Sale Event .
- Insider trading policy prohibits hedging/pledging; supports alignment and risk control .
Overall, Mary Thistle’s governance profile is solid: independent, active in key governance committees, and compliant. The notable board-wide option repricing in 2025 is a governance concern that can impact investor confidence and should be monitored for future board compensation decisions .