Ann Rhoads
About Ann D. Rhoads
Independent director at Repare Therapeutics (RPTX) since June 2020; former CFO at Forty Seven, Inc. (2018–2020) and EVP/CFO at Zogenix, Inc. (2010–2017), with prior CFO tenure at Premier, Inc. (2000–2009). Holds a B.S. in Finance (University of Arkansas) and an MBA (Harvard Business School). RPTX identifies her as an audit committee financial expert and independent under Nasdaq rules, reflecting deep finance and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forty Seven, Inc. | Chief Financial Officer | 2018–2020 | Led finance through acquisition by Gilead |
| Zogenix, Inc. | EVP & Chief Financial Officer | 2010–2017 | Senior finance leadership |
| Premier, Inc. | Vice President, Strategic Initiatives; Chief Financial Officer | 1998–2009 | Corporate finance leadership |
External Roles
| Company | Role | Tenure | Committee roles |
|---|---|---|---|
| Globus Medical, Inc. | Director | 2011–present | Audit Committee chair; Nominating & Corporate Governance Committee member |
| QuidelOrtho Corporation | Director | 2020–present | Not disclosed in RPTX proxy |
| iTeos Therapeutics Inc. | Director | 2020–present | Not disclosed in RPTX proxy |
| Evoke Pharma, Inc. | Former Director | Prior | Audit chair; compensation member (historic) |
| Iridex Corporation | Former Director | Prior | Not disclosed in RPTX proxy |
| Novellus Systems, Inc. | Former Director | 2003–2012 | Not disclosed in RPTX proxy |
Board Governance
- Committees at RPTX (2024 activity; current composition per 2025 proxy):
- Audit Committee: Chair (Rhoads). Meetings in 2024: 4. Independent; Rhoads qualifies as audit committee financial expert .
- Nominating & Corporate Governance Committee: Member (Rhoads); Chair (Schafer). Meetings in 2024: 5. Independent .
- Compensation Committee: Not a member .
- Science & Technology Committee: Not a member .
- Independence and engagement:
- RPTX states all committee members meet Nasdaq independence and are free of impairing relationships .
- Board met seven times in 2024; each director attended ≥75% of board and committee meetings; independent directors held seven executive sessions in 2024 .
- Director commitments/overboarding policy: Board evaluates service on multiple boards and requires approval before accepting additional board seats; policy allows up to five public boards and affirms directors’ capacity to devote sufficient time .
Fixed Compensation
- Current non-employee director cash policy (effective 2024/2025):
- Annual retainer: $40,000
- Additional retainers:
- Non-executive chair: $30,000
- Audit chair: $15,000; Audit member: $7,500
- Compensation chair: $10,000; Compensation member: $5,000
- Nominating & Governance chair: $8,000; member: $4,000
- Science & Technology chair: $8,000; member: $4,000
| Cash Retainer Component | Amount (USD) |
|---|---|
| Annual retainer | $40,000 |
| Audit Committee chair | $15,000 |
| Nominating & Governance Committee member | $4,000 |
- Year-over-year change: Annual retainer increased from $35,000 (2023 policy) to $40,000 (amended February 2024) .
Performance Compensation
- Equity structure for non-employee directors: Stock options only (nonstatutory), 10-year term, exercise price at grant-date fair market value. Change-in-control accelerates vesting for outstanding director awards. Post-termination exercisability extended from three months (prior policy) to nine months in 2025 policy .
- Vesting schedules:
- Initial grant (first joining the board): 54,400 options; 1/3 vests at first anniversary; remainder vests monthly to 3 years .
- Annual award (at each annual meeting): 27,200 options; vests monthly over 12 months .
| Equity Award Type | Grant Size | Vesting | Term/Other |
|---|---|---|---|
| Initial Award | 54,400 options | 1/3 at 1 year; remainder monthly to 3 years | 10-year term; COC acceleration; 9-month post-termination exercise |
| Annual Award | 27,200 options | Monthly over 12 months | 10-year term; COC acceleration |
- Director compensation realized (grant-date fair values) and cash fees:
- 2022: Cash $50,000; Options $287,630; Total $339,166 .
- 2023: Cash $52,253; Options $221,408; Total $274,742 .
- 2024: Cash $56,708; Options $72,352; Total $130,138 .
| Year | Fees Earned/Paid in Cash (USD) | Option Awards (USD, ASC 718) | Total (USD) |
|---|---|---|---|
| 2022 | $50,000 | $287,630 | $339,166 |
| 2023 | $52,253 | $221,408 | $274,742 |
| 2024 | $56,708 | $72,352 | $130,138 |
- Outstanding director options (year-end):
- 2022: 108,907
- 2023: 136,107
- 2024: 163,307
| Year-End | Options Outstanding (#) |
|---|---|
| 2022 | 108,907 |
| 2023 | 136,107 |
| 2024 | 163,307 |
No performance metrics (e.g., TSR, revenue) are tied to director equity; awards are time-based options .
Other Directorships & Interlocks
- Current public boards: Globus Medical Inc.; QuidelOrtho Corporation; iTeos Therapeutics Inc. .
- Prior public boards: Evoke Pharma, Inc.; Iridex Corporation; Novellus Systems, Inc. .
- External committee roles example: Globus Medical—Audit chair; Nominating & Corporate Governance member .
Expertise & Qualifications
- Finance leadership across biotech and health services; audit committee financial expert designation at RPTX, meeting Nasdaq financial sophistication .
- Education: B.S. in Finance; MBA; extensive CFO track record supporting board oversight of financial reporting, controls, and capital allocation .
Equity Ownership
- Beneficial ownership at RPTX:
- 2023: 111,826 shares; <1%
- 2024: 140,107 shares; <1%
- 2025: 165,040 shares; <1%
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Shares (#) | 111,826 | 140,107 | 165,040 |
| Ownership (%) | <1% | <1% | <1% |
| Director Options Outstanding (#) | 108,907 | 136,107 | 163,307 |
- Anti-hedging and anti-pledging: RPTX prohibits hedging/monetization, short selling, derivatives trading, margin purchases, and pledging of shares for all directors .
Insider Trades
| Date | Form | Security/Type | Notes/Link |
|---|---|---|---|
| 2021-05-13 (filed 2021-05-14) | Form 4 | Statement of changes in beneficial ownership | |
| 2022-05-13 (filed 2022-05-16) | Form 4 | Statement of changes in beneficial ownership |
RPTX beneficial ownership tables incorporate Forms 3/4 filings; most recent director beneficial holdings are reflected in proxy ownership tables .
Governance Assessment
-
Strengths:
- Audit chair with financial expert designation; clear oversight of related-party transactions, cyber/data protection, and auditor independence; private sessions with auditors and management enhance controls .
- Documented independence; robust anti-hedging/pledging policy improves alignment .
- Attendance threshold met; seven independent director executive sessions in 2024 indicate active independent oversight .
- Director equity is at-risk options with standardized vesting; COC acceleration disclosed; post-termination exercise window improved to nine months (2025) .
-
Watch items / potential red flags:
- Multi-board commitments (RPTX, Globus, QuidelOrtho, iTeos) can raise “overboarding” concerns for some investors; RPTX’s policy caps at five and requires pre-approval; board asserts sufficient time and engagement. Monitor individual meeting attendance and engagement trends in future filings .
- Beneficial ownership <1% is typical for directors but indicates limited direct equity exposure beyond options; continued review of option holdings and exercise behavior warranted .
-
Shareholder support signals:
- 2024 director election results: Ann D. Rhoads received 31,692,160 votes for; 590,467 withheld; 3,714,807 broker non-votes—indicative of majority support .
- 2024 Say-on-Pay advisory vote passed (32,257,365 for; 25,262 against; 3,714,807 broker non-votes), reflecting overall governance support environment .
Related-Party Transactions
- RPTX discloses standard indemnification agreements and director/NEO compensation; audit committee reviews related party transactions. No Ann Rhoads-specific related-party transactions beyond compensation and indemnification are disclosed for the covered periods .
Compensation Structure Analysis
- Mix shift:
- Cash retainer increased from $35,000 (2023) to $40,000 (2024 onward), modestly increasing guaranteed cash .
- Equity remains options-only; no RSUs/PSUs for directors, maintaining direct linkage to share price performance (albeit time-based vesting) .
- Policy improvements:
- Post-termination exercise period extended to nine months in 2025, a director-friendly change; COC accelerations maintained .
- No evidence of repricing or modification of director options, tax gross-ups, or discretionary bonuses for directors in the documents reviewed .
Committee Composition Snapshot (2024 activity; current per 2025 proxy)
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Ann D. Rhoads | Civik; Schafer | 4 |
| Nominating & Corporate Governance | Carol A. Schafer | Rhoads; Civik | 5 |
| Compensation | Susan M. Molineaux | Bonita; Kulkarni | 7 |
| Science & Technology | Steven Stein | Bonita; Molineaux | 6 |
The board confirms all committee members meet Nasdaq independence .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting outcomes:
- Ann D. Rhoads elected as Class I Director through 2027 (31,692,160 for; 590,467 withheld; 3,714,807 broker non-votes) .
- Say-on-Pay approved (32,257,365 for; 25,262 against; 3,714,807 broker non-votes) .
- Auditor ratification approved (35,992,711 for; 4,723 withheld) .
Employment & Contracts (director)
- Standard indemnification agreements; D&O insurance in place .
- Insider Trading Policy with comprehensive anti-hedging and anti-pledging provisions for directors .
Performance & Track Record
- Board and committee activity/attendance: Board met seven times in 2024; all directors met ≥75% attendance; independent executive sessions held seven times, indicating active oversight .
Compensation Committee Analysis (context)
- Audit Committee reviews related-party transactions; Compensation Committee oversees risk in compensation policies; Nominating & Governance oversees ESG and governance practices .
Equity Ownership & Alignment Summary
- Alignment mechanisms:
- Option-based annual grants and initial awards create price exposure; strict anti-hedging/pledging policies prevent misalignment tactics .
- Beneficial ownership increased across 2023–2025 (111,826 → 165,040 shares), with options outstanding rising accordingly .
RED FLAGS
- Overboarding risk perception due to multiple public boards; mitigated by RPTX policy and stated director engagement. Continue monitoring attendance and engagement disclosures .
- No disclosed hedging/pledging (policy prohibits), no tax gross-ups, no option repricing found—no direct red flags in compensation/related party areas based on filings reviewed .
Notes
- All data derived from RPTX DEF 14A filings (2023–2025) and 8-K voting results, plus company/issuer websites for external roles. Where specific dollar amounts, shares, votes, and vesting schedules are presented, they reflect exact disclosures from cited filings and external sources .