Carol Schafer
About Carol A. Schafer
Carol A. Schafer (age 61) is an independent director of Repare Therapeutics (RPTX) who has served on the board since March 2019. She brings 25+ years in investment banking, equity capital markets, corporate finance, and biopharma business development, including senior roles at Wells Fargo Securities (Vice Chair, ECM), Lexicon Pharmaceuticals (VP, Finance & BD), and J.P. Morgan (MD, ECM). She holds a B.A. from Boston College and an M.B.A. from New York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Securities | Vice Chair, Equity Capital Markets | Apr 2007 – Sep 2018 | Led ECM advisory for healthcare issuers; deep capital markets expertise |
| Lexicon Pharmaceuticals | VP, Finance & Business Development | Dec 2003 – Feb 2007 | Corporate finance and BD in biopharma |
| J.P. Morgan | Various roles, most recently MD, Equity Capital Markets | Not disclosed | Senior ECM leadership; healthcare coverage |
External Roles
| Company | Role | Tenure | Committee roles (if disclosed) |
|---|---|---|---|
| Immunome, Inc. | Director | Current | Not disclosed by RPTX |
| Insmed, Inc. | Director | Current | Not disclosed by RPTX |
| Kura Oncology, Inc. | Director | Current | Not disclosed by RPTX |
| Five Prime Therapeutics, Inc. | Director | May 2019 – Apr 2021 (acquired by Amgen) | Not disclosed by RPTX |
| Idera Pharmaceuticals, Inc. | Director | Dec 2018 – Sep 2022 | Not disclosed by RPTX |
Board Governance
- Independence: The board affirmatively determined Ms. Schafer is independent under Nasdaq standards .
- Committees: Audit Committee member; Chair of the Nominating & Corporate Governance Committee .
- Financial Expert: The board designated Ms. Schafer an “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Attendance/Engagement: Board met 7 times in 2024; each director attended at least 75% of board/committee meetings. The board notes Schafer “attending all but one meeting” of the board and committees she served on and providing detailed feedback on financial reporting and strategy .
- Committee activity levels (2024 meetings): Audit (4), Compensation (7), Nominating & Corporate Governance (5), Science & Technology (6). Schafer serves on Audit and chairs Nominating & Corporate Governance .
- Board leadership: Independent Chair (Thomas Civik); independent director executive sessions held seven times in 2024 .
- Overboarding review: Board acknowledges she sits on four public company audit committees (including RPTX) and concluded her service does not negatively impact performance; aligns with company guidelines (max four audit committees) .
Fixed Compensation (Director)
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Cash fees | $53,208 | Director/committee retainers earned |
| Option awards (grant-date fair value) | $72,352 | ASC 718 value for 2024 annual director option grant |
| Other | $3,245 | Tax advice (cross-border) |
| Total | $128,806 | Sum of above |
Director cash retainer policy (amended Feb 2024):
- Annual director retainer: $40,000; Audit Chair: $15,000; Audit member: $7,500; Nominating & Corporate Governance Chair: $8,000; N&CG member: $4,000; Science & Technology Chair: $8,000; S&T member: $4,000; Board Chair premium: $30,000 .
Performance Compensation (Director Equity; time-based, not performance-metric based)
| Equity Vehicle | Standard Grant | Vesting | 2024 Grant Value |
|---|---|---|---|
| Annual Option Award | 27,200 options (policy) | Monthly over 12 months; 10-year term; FMV strike | $72,352 (ASC 718) for Schafer in 2024 |
- Initial director grant: 54,400 options, vesting over three years (1/3 at year 1, then monthly) .
- Change-in-control: Non-employee director equity vests fully immediately prior to closing of a change in control if in continuous service .
Other Directorships & Interlocks
- Current public boards: Immunome; Insmed; Kura Oncology .
- Prior public boards: Five Prime Therapeutics (through acquisition by Amgen, 2021); Idera Pharmaceuticals (through Sep 2022) .
- Interlocks/conflicts: RPTX discloses no related-party transactions involving directors other than standard indemnification arrangements; related person transactions are governed by a formal policy overseen by the Audit Committee .
Expertise & Qualifications
- Capital markets and finance: 25+ years across ECM origination and biopharma finance/BD at Wells Fargo Securities, J.P. Morgan, and Lexicon .
- Governance: Audit committee financial expert designation; chairs Nominating & Corporate Governance at RPTX .
- Education: B.A. (Boston College); M.B.A. (NYU) .
Equity Ownership
| Holder | Common Shares | Options exercisable within 60 days | Ownership % |
|---|---|---|---|
| Carol A. Schafer | 8,000 | 193,066 | <1% (asterisk in beneficial owners table) |
- Director outstanding option count at 12/31/2024 (not all immediately exercisable): 195,333 options .
- Anti-hedging/anti-pledging: Company prohibits hedging, short sales, and pledging of company shares by directors; no margin accounts allowed .
Governance Assessment
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Strengths:
- Independent director with deep ECM and finance background; designated audit committee financial expert; chairs governance committee, enhancing board oversight quality .
- Strong engagement: board highlights high attendance (missed only one meeting) and substantive input on accounting/financial strategy .
- Alignment and risk controls: Director pay mix includes equity; anti-hedging/anti-pledging policy supports alignment with shareholders .
- Shareholder sentiment: 2024 say‑on‑pay approval exceeded 99.9%, indicating broad investor support for compensation governance (while focused on NEOs, it reflects overall confidence) .
-
Watch items:
- RED FLAG potential: Overboarding optics (four public company audit committees including RPTX). Mitigants: explicit board evaluation affirms capacity and performance; company guidelines allow up to four audit committees and she meets attendance expectations .
- No director stock ownership guideline disclosed; investors may prefer formal ownership requirements for non-employee directors (not disclosed in proxy) .
-
Conflicts/related-party exposure:
- No related-party transactions involving Ms. Schafer disclosed; transactions policy in place and overseen by Audit Committee .