Steven Stein
About Steven Stein
Steven Stein, M.D. (age 58) is an independent director at Repare Therapeutics (RPTX), appointed in June 2024 and nominated for re‑election as a Class II director at the 2025 annual meeting. He is Chief Medical Officer of Incyte Corporation (since March 2015), with prior senior oncology development roles at Novartis Oncology and GlaxoSmithKline; he holds an MBBCH from the University of Witwatersrand, has authored 100+ scientific papers, and serves as an adjunct assistant professor at the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | SVP, Head of U.S. Clinical Development & Medical Affairs | Not disclosed in proxy | Led U.S. clinical development/medical affairs |
| GlaxoSmithKline | VP, Global Oncology Clinical Development; Head of Medicines Development (Hematology & Supportive Care) | Not disclosed in proxy | Led global oncology and hematology development |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Incyte Corporation | Chief Medical Officer | Mar 2015 | Leads clinical development, operations, PV, clinical pharmacology, scientific comms, medical affairs |
| University of Pennsylvania (School of Medicine) | Adjunct Assistant Professor | Not disclosed | 100+ scientific papers; active in professional/academic societies |
Board Governance
- Independence: The board affirmatively determined Dr. Stein is independent under Nasdaq listing standards .
- Committee assignments and chair roles: He serves on the Science & Technology (S&T) Committee and is its Chair .
- Committee responsibilities: The S&T Committee advises on R&D portfolio, path-to-clinic/market, and BD opportunities from scientific/medical/regulatory perspectives .
- Board leadership: Board chaired by independent director Thomas Civik; CEO role is separate, reinforcing independent oversight .
- Attendance and engagement: In 2024 the board met 7 times; each director attended ≥75% of board and applicable committee meetings; non‑employee directors held 7 executive sessions .
- Years of service on this board: Director since June 2024 .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Cash fees (pro‑rated) | $25,431 | Reflects partial‑year service after June 17, 2024 |
| Annual cash retainer (policy) | $40,000 | For non‑employee directors |
| S&T Committee Chair retainer (policy) | $8,000 | Role‑based cash retainer |
| Other committee member retainers (policy) | Audit member $7,500; Comp member $5,000; N&CG member $4,000; S&T member $4,000 | Not applicable to Stein unless role changes |
Performance Compensation
| Equity Element | Grant/Value | Key Terms | Change-in-Control Treatment |
|---|---|---|---|
| 2024 Option award (accounting grant-date FV) | $146,880 | Options granted upon appointment (initial grant) | For directors, initial/annual equity vests fully immediately prior to a change in control if serving through that time |
| Initial director option grant (policy) | 54,400 options | Vests 1/3 at 1st anniversary, then monthly to 3 years | Accelerates upon change in control as above |
| Annual director option grant (policy) | 27,200 options | Vests monthly over 12 months | Accelerates upon change in control |
| Stein Form 4 details (on appointment) | 54,000 options, exercise price $3.80; transaction date 2024‑06‑17; Form 4 filed 2024‑06‑20 | Reporting name “Stein Steven H”; “A – Award” option grant; post‑transaction securities owned (options) 54,000 | Director policy governs acceleration |
Note: Director equity awards are time‑vested options; no performance metric targets are disclosed for non‑employee director equity .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Dr. Stein in the RPTX proxy .
- Interlocks/related parties: No related‑person transactions involving Dr. Stein were disclosed; RPTX has a related‑party transaction policy requiring Audit Committee review and director recusal for conflicts .
Expertise & Qualifications
- Oncology drug development leadership across large biopharma; clinical development/operations, pharmacovigilance, medical affairs .
- Academic/Scientific credentials: MBBCH (Univ. of Witwatersrand); adjunct faculty at UPenn; >100 scientific papers/presentations; active in professional societies .
- Board skill fit: Chairs S&T Committee, advising on R&D portfolio strategy and BD from scientific/medical/regulatory vantage .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of April 15, 2025) | No beneficial ownership reported (“—”; less than 1%) |
| Director options outstanding (12/31/2024) | 54,400 options outstanding |
| Exercisable within 60 days (as of 4/15/2025) | None reported; consistent with 1‑year cliff for initial grant |
| Hedging/Pledging | Company policy prohibits hedging, short‑selling, trading derivatives of company stock, margin purchases, and pledging company shares |
Insider Trades (Forms 3/4)
| Filing/Date | Transaction Date | Type | Security | Qty | Price | Post‑Txn Holdings | Source |
|---|---|---|---|---|---|---|---|
| Form 3 (2024‑06‑20) | — | Initial statement | — | — | — | — | |
| Form 4 (2024‑06‑20) | 2024‑06‑17 | A (Award) | Stock Option (right to buy) | 54,000 | $3.80 | 54,000 (options) |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with deep oncology development expertise; serves as S&T Committee Chair, aligning oversight with R&D strategy .
- Board governance practices include independent chair, regular executive sessions (7 in 2024), and all directors meeting ≥75% attendance thresholds .
- Robust conflict/ethics framework: Code of Conduct, conflict disclosure/recusal obligations under QBCA, and a stringent insider trading policy that bans hedging/pledging .
- Non‑employee director pay structure is modest cash plus time‑vested options; change‑in‑control acceleration is transparent and standardized across directors .
- Potential risks/considerations:
- Low current share ownership/alignment: no beneficial ownership reported as of April 15, 2025; equity is primarily unvested options from mid‑2024 appointment .
- External executive role: As CMO of Incyte, overlapping industry exposure may present conflict risks if counterparties/competitors overlap; mitigants include RPTX’s related‑party policy and recusal requirements .
- Corporate actions: In late 2025, the independent Transaction Committee and Board unanimously approved an arrangement agreement to take the company private; while not specific to Stein, it underscores active independent oversight in strategic transactions .
Additional governance context: RPTX’s 2024 say‑on‑pay for 2023 NEO compensation received >99.9% approval, indicating strong shareholder support for compensation governance at that time .
Appendix: Board/Committee Snapshot (for context)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Science & Technology | Bonita; Molineaux; Stein | Steven Stein, M.D. | 6 |
| Audit | Civik; Rhoads; Schafer | Ann D. Rhoads | 4 |
| Compensation | Bonita; Kulkarni; Molineaux | Susan M. Molineaux | 7 |
| Nominating & Governance | Civik; Rhoads; Schafer | Carol A. Schafer | 5 |