Steve Forte
President, Chief Executive Officer and Chief Financial Officer at Repare Therapeutics
CEO
Executive
Board
About Steve Forte
Steve Forte is President, Chief Executive Officer, Chief Financial Officer, and a Class III director of Repare Therapeutics (RPTX). He was appointed CEO and director effective April 11, 2025, adding to his role as CFO (held since October 2019); age 46; based in Québec, Canada . Forte holds a B.Com. in accountancy from Concordia University, is a CPA (Québec), and a non‑practicing Certified Information Systems Auditor (ISACA) . Under his tenure as an NEO prior to becoming CEO, Repare’s pay‑versus‑performance disclosure shows TSR value of a $100 initial investment of $21.98 (2023), $42.89 (2022), and $61.49 (2021), alongside net losses of $93.8M (2023), $29.0M (2022), and $106.9M (2021) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Repare Therapeutics | EVP & CFO | Oct 2019 – Apr 2025 | Led IPO/secondary offerings and corporate finance operations . |
| Repare Therapeutics | President & CEO (also CFO) | Apr 2025 – present | Steering 2025 strategic re‑alignment and portfolio focus; exploring partnerships/strategic alternatives . |
| Clementia Pharmaceuticals | CFO | Aug 2018 – Jun 2019 | Company acquired by Ipsen S.A. for $1.3B . |
| Thinking Capital Financial Corp. | CFO | Sep 2015 – Aug 2018 | Led sale to Purpose Investments . |
| CST Canada Co. | Executive Director of Finance | Sep 2014 – Sep 2015 | Finance leadership . |
| Aptalis Pharma Inc. | Roles of increasing responsibility; VP, Financial Reporting | 2005 – 2014 | Corporate controllership and reporting leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Forte in Repare’s director/biography sections . |
Board Governance (director service, committees, dual‑role implications)
- Director since April 2025; Class III term through the 2026 annual meeting .
- Independence: Not independent due to executive role; Board maintains an independent chair (Thomas Civik) to reinforce oversight and accountability .
- Committee roles: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Science & Technology committees; those committees are fully independent .
- Board operations: Board met 7 times in 2024; each director attended ≥75%; non‑employee directors held 7 executive sessions without management in 2024 .
- Director pay: As an executive director, Forte is not eligible for additional director compensation .
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2025 (CEO/CFO) | $615,000 | 55% | n/a (promotion effective Apr 11, 2025) | Per Amended Employment Agreement dated Mar 31, 2025 . |
| 2023 (CFO) | $452,000 | 40% | $167,240 (37% of base) | 2023 corporate goal achievement 90%; individual assessment 100% (75/25 split) . |
| 2022 (CFO) | $424,400 | — | $171,882 | Summary Compensation Table (target % not disclosed for 2022 in proxy) . |
Performance Compensation (Annual short‑term incentive mechanics)
| Metric/Mechanism (2023) | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|
| Corporate goals achievement | 75% | 100% | 90% | Contributed to total STI payout; board approved overall corporate achievement of 90% . |
| Individual performance assessment (Forte) | 25% | 100% | 100% | Contributed to total STI payout; overall payout for Forte was 37% of base (~92.5% of target) . |
| 2025 STI target (post‑promotion) | — | 55% of 2025 base | — | Eligible under Amended Employment Agreement . |
Equity Awards and Vesting
| Grant date | Instrument | Shares/Units | Exercise Price | Vesting schedule | Expiration/Notes |
|---|---|---|---|---|---|
| Mar 31, 2025 (effective) | Stock options | 500,000 | $1.07 | Not specified beyond grant in filing | Granted upon CEO promotion; legal fee reimbursement provided . |
| Mar 1, 2024 | Stock options | 85,000 | $6.95 | 25% on Mar 1, 2025; remainder monthly over 36 mos (full vest Mar 1, 2028) | Annual refresh grant . |
| Mar 1, 2024 | RSUs | 14,000 | — | 1/3 annually on Mar 1, 2025/2026/2027 (full vest Mar 1, 2027) | Annual refresh grant . |
| Jan 30, 2023 | Stock options | 111,050 | $12.42 | 25% in Jan 2024; then monthly over 36 mos (full vest Jan 2027) | 10‑yr term . |
| Jan 30, 2023 | RSUs | 24,530 | — | 1/3 annually Jan 2024/2025/2026 (full vest Jan 2026) | — . |
Outstanding awards snapshot (as of Dec 31, 2023):
- Options exercisable: 325,800 (2019 grant @ $1.88), 36,085 (2020 @ $20.00), 50,292 (2021 @ $36.91), 47,917 (2022 @ $15.63) .
- Options unexercisable: 5,155 (2020), 20,708 (2021), 52,083 (2022), 111,050 (2023 @ $12.42) .
- Unvested RSUs: 24,530 (2023 grant; $179,069 market value at 12/29/2023 close $7.30) .
Equity Ownership & Alignment
| Date | Beneficial ownership (shares) | % of outstanding | Notes on alignment/pledging |
|---|---|---|---|
| Apr 15, 2025 | 635,990 | 1.5% | Includes shares underlying options exercisable within 60 days. Insider policy prohibits hedging, derivative trading, short selling, margin purchases, and pledging . |
| Apr 15, 2024 | 535,120 | 1.2% | — . |
- Anti‑hedging/anti‑pledging: Repare’s insider trading policy prohibits hedging/monetization, trading derivatives, short selling, margin purchases, and pledging company shares as collateral .
- Clawback: Board‑adopted Rule 10D‑1/Nasdaq‑compliant clawback policy covers incentive‑based comp tied to financial reporting measures, including stock price/TSR, for the prior three completed fiscal years in a restatement scenario .
Employment Terms (Amended Employment Agreement – March 31, 2025)
| Term | Details |
|---|---|
| Role | President & CEO in addition to continuing CFO; principal executive officer from effective date (Apr 11, 2025) . |
| Base salary | $615,000 . |
| Annual incentive | Up to 55% of base salary . |
| Equity grant | 500,000 options at $1.07 (grant on promotion) . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason (not in connection with CIC): 12 months base salary (paid monthly); 12 months benefits; accelerated vesting of time‑based equity scheduled to vest in 12 months post‑termination; vested options exercisable up to 12 months; pro‑rated target annual bonus . |
| Severance (CIC context) | If within 90 days prior to execution of a definitive CIC agreement is terminated without cause (or resigns for good reason): lump sum 1.5x (base + higher of target bonus for year of termination or prior‑year bonus); up to 18 months benefits; full acceleration of time‑based equity; vested options exercisable up to 15 months; pro‑rated target bonus for the CIC/termination year . |
| Board compensation | No additional compensation for board service as an executive director . |
Related Governance Policies and Protections
- D&O indemnification/insurance: Company maintains D&O insurance and separate indemnity agreements; Québec corporate law constraints disclosed .
- Related‑party transactions policy: Independent committee review and approval framework for transactions >$120k involving related persons .
- Board risk oversight framework and committee responsibilities disclosed; committee memberships are fully independent .
Transaction Update (potential change‑of‑control economics context)
- Repare entered into a definitive arrangement agreement (Nov 14, 2025) to be acquired by XenoTherapeutics. Estimated consideration: US$1.82 per share in cash at closing plus one non‑transferable CVR per share with specified sharing of monetization proceeds; expected closing Q1 2026, subject to shareholder and court approvals .
- A transaction committee of independent directors unanimously recommended the deal; Board unanimously approved and will recommend shareholder approval. Directors and senior officers (collectively ~0.25% ownership at that time) entered into support and voting agreements .
- Forte, as CEO/CFO, signed the 8‑K and announced the transaction and ongoing portfolio monetization efforts .
Investment Implications
- Pay‑performance alignment and leverage: Forte’s 2025 package raises at‑risk pay via a 55% STI target and a 500,000‑option grant struck at $1.07, creating strong upside leverage to value recovery while maintaining cash discipline amid a lean cost base .
- Retention vs. selling pressure: Anti‑pledging/hedging policies mitigate forced selling risk; vesting schedules are multi‑year (options 4‑yr with 1‑yr cliff; RSUs over 3‑yrs), which can create periodic sale windows but also align retention; change‑in‑control terms are double‑trigger for full acceleration, reducing near‑term pre‑closing selling incentives .
- Ownership alignment: Forte’s beneficial ownership rose from ~1.2% (Apr 2024) to ~1.5% (Apr 2025), a meaningful stake for an SMID‑cap biotech, though aggregate director/officer support agreements in Nov 2025 referenced a smaller group holding then (~0.25%)—implying dilution/option dynamics and/or changes in holdings through 2025; monitor Form 4s for any post‑announcement activity .
- CIC economics and execution risk: In a transaction scenario, Forte’s CIC package (1.5x base+bonus and full time‑based equity acceleration upon qualifying termination) is sizable but double‑triggered—payout depends on termination or good‑reason resignation. This structure aligns with continuity through closing while protecting against adverse role changes; expect limited insider selling pressure pre‑close and potential alignment to maximize CVR value share post‑close .
- Governance mitigants to dual‑role risk: Non‑independent CEO/CFO/Director dual roles are counterbalanced by an independent chair, fully independent committees, frequent executive sessions, and clawback/insider‑trading controls—reducing governance overhang for investors focused on board independence .
Overall: Forte’s compensation and equity mix is highly levered to share price recovery and potential monetization outcomes, with policies that limit hedging/pledging risk. The pending acquisition and CVR structure place a premium on execution and deal‑making—an area aligned with Forte’s prior transaction track record (Clementia sale, financings)—while double‑trigger CIC terms reduce incentives for pre‑close turnover and unwarranted selling .