Mary Ann Gray
RAPT TherapeuticsAbout Mary Ann Gray
Mary Ann Gray, Ph.D., age 72, has served on RAPT’s board since December 2019. She is President of Gray Strategic Advisors, LLC (biotech advisory; since September 2003), and previously was a senior scientist at Schering-Plough and NeoRx, then a biotech equity research analyst and later Senior Analyst/Portfolio Manager at Federated Kaufmann Fund; she holds a B.S. (University of South Carolina), a Ph.D. in pharmacology (University of Vermont), and completed postdoctoral work at Northwestern and Yale Schools of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gray Strategic Advisors, LLC | President | Since Sep 2003 | Biotech strategic planning/advisory |
| Federated Kaufmann Fund | Senior Analyst & Portfolio Manager | Not disclosed | Buy-side portfolio leadership |
| Kidder Peabody; Dillon Read; Raymond James | Biotech Equity Research Analyst | Not disclosed | Sell-side coverage |
| Schering-Plough; NeoRx | Senior Scientist | Not disclosed | Scientific/industry experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Compass Therapeutics (CMPX) | Director | Current | Public company |
| Keros Therapeutics (KROS) | Director | Current | Public company |
| BioAtla (BCAB) | Director | Current | Public company |
| Prior: Palisade Bio (PALI) | Director | Jul 2019–Mar 2024 | Public company |
| Prior: Sarepta Therapeutics (SRPT) | Director | Dec 2018–Jun 2022 | Public company |
| Prior: Senomyx | Director | Sep 2010–Nov 2018 | Public company |
| Prior: Juniper Pharmaceuticals | Director | Mar 2016–Aug 2018 | Public company |
| Prior: Galena Biopharma | Director | Apr 2016–Dec 2017 | Public company |
| Prior: ACADIA Pharmaceuticals (ACAD) | Director | Apr 2005–Jun 2016 | Public company |
| Prior: Dyax Corp | Director | May 2004–Jan 2016 | Public company |
Board Governance
- Committees: Audit Committee chair; not listed on Compensation or Nominating; Audit members were Gray, Kozick, Robbins; after 2025 annual meeting: Gray, Kozick, Lyons-Williams .
- Independence: Board determined Gray is independent under Nasdaq rules; Audit Committee members meet Nasdaq and SEC independence requirements; Gray is designated an “audit committee financial expert” .
- Attendance: Board met 17 times in 2024; all directors attended ≥75% of board and committee meetings except Kozick (74%)—Gray met the threshold .
- Meeting cadence: 2024 committee meetings—Audit: 4; Compensation: 8; Nominating/Governance: 1 .
- Leadership: CEO and Chair roles separated; Chair is Lori Lyons-Williams (since Jan 2025); Audit Committee meets regularly in executive session .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Standard non-employee director |
| Audit Committee chair fee | $25,000 | Chair premium |
| Total fees earned (cash basis) | $65,000 | Gray elected to receive all cash fees as stock options per policy |
Performance Compensation
- Policy: Annual stock option grant to each non-employee director at $200,000 grant-date fair value; initial director grant $400,000; options priced at fair market value; 10-year term; annual grants vest monthly; initial grants vest in three equal annual installments; change-in-control acceleration; ability to elect options in lieu of cash fees with quarterly vesting .
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Exercise Price ($) | Term/Expiration | Vesting |
|---|---|---|---|---|---|---|
| Annual director option grant (2024) | Not disclosed | Not disclosed | 142,419 | Not disclosed | 10 years | Monthly per policy |
| Options in lieu of 2024 cash fees | 03/28/2024 | 8,574 | 65,000 | 8.98 | Expires 03/27/2034 | 25% per quarter in 2024 |
Clawbacks apply to awards under the 2025 plan per company policy; non-employee director compensation capped at $750,000 annually ($1,000,000 in first year) .
Other Directorships & Interlocks
| Entity | Relationship to RAPT | Notes |
|---|---|---|
| Compass Therapeutics (CMPX); Keros Therapeutics (KROS); BioAtla (BCAB) | External boards held by Gray | No RAPT related-party transactions disclosed involving these companies; audit committee reviews any related-person transactions . |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee chair; SEC-defined “financial expert” .
- Scientific and industry depth: Former senior scientist; extensive biotech board service; advisory firm leadership .
- Capital markets/investor perspective: Prior sell-side analyst and buy-side portfolio manager .
- Governance: Independent director; committees meet independence requirements; hedging, short selling, and pledging are prohibited by policy .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| March 25, 2025 | 120,155 | <1% | Options exercisable within 60 days |
| December 31, 2024 | 120,155 options outstanding | N/A | No unvested stock awards other than options |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Exercise/Price ($) | Post-Transaction Securities Owned | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025-06-02 | 2025-05-29 | Award (A) | 257,832 | 0.93 | 257,832 | Director Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1673772/000141588925015224/0001415889-25-015224-index.htm |
| 2025-04-02 | 2025-03-31 | Award (A) | 61,202 | 1.22 | 61,202 | Director Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1673772/000141588925009802/0001415889-25-009802-index.htm |
Governance Assessment
- Strengths: Independent audit chair with SEC “financial expert” designation; clear separation of CEO/Chair roles; strong attendance record; equity-heavy compensation with optionality in lieu of cash aligns interests; clawback policy and prohibition on hedging/pledging support shareholder alignment .
- Alignment: Gray elected to take 2024 cash fees entirely in options, increasing equity exposure; holds options, with beneficial ownership via options and no pledging permitted by policy .
- Potential RED FLAGS: Multiple concurrent public company directorships (CMPX, KROS, BCAB) may increase time commitments; no director-specific stock ownership guideline disclosure in proxy; continue monitoring for any related-person transactions (none disclosed involving Gray) and meeting attendance levels going forward .