Susan Molineaux
About Susan M. Molineaux, Ph.D.
Independent Class I director of Repare Therapeutics (RPTX), age 71, serving since June 2023; residence California, USA . She is President & CEO of Para Therapeutics Inc. (since April 2023), and a seasoned biotech operator and scientist with prior CEO/CSO roles and deep oncology drug development experience; education includes B.S. Biology (Smith College), Ph.D. Molecular Biology (Johns Hopkins), and postdoctoral fellowship at Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Para Therapeutics Inc. | President & CEO | Apr 2023–present | Operating leader |
| Calithera Biosciences, Inc. | Co-founder; President & CEO; Director | Mar 2010–Mar 2023 | Built and led oncology pipeline |
| Proteolix, Inc. | Co-founder; CSO; CEO; CSO | 2003–2009 | Led science; company sold to Onyx Pharma in Nov 2009 |
| Rigel Pharmaceuticals, Inc. | VP Biology | 2000–2003 | Oncology/biology leadership |
| Praelux, Inc. | VP Biology | 1999–2000 | Biology leadership |
| Praecis Pharmaceuticals, Inc. | VP Drug Development | 1994–1999 | Drug development leadership |
| Merck & Co. | Scientist, Immunology | 1989–1994 | Research scientist |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Geron Corporation | Director | Current | Public company directorship |
| Theravance Biopharma, Inc. | Director | May 2015–Apr 2022 | Prior public company board |
| Cyteir Therapeutics, Inc. | Director | Dec 2020–May 2023 | Prior public company board |
| Lightstone Ventures | Scientific Advisor | Current | VC advisory role |
Board Governance
- Independence: Board determined Dr. Molineaux is independent under Nasdaq standards .
- Board class/tenure: Class I director continuing in office until the 2027 Annual Meeting .
- Committee assignments: Chair, Compensation Committee; Member, Science & Technology Committee .
- Committee activity: 2024 meetings – Compensation (7), Science & Technology (6) .
- Attendance: All directors attended ≥75% of board and applicable committee meetings in 2024; independent directors held 7 executive sessions .
- Board leadership: Independent Chair (Thomas Civik) separates oversight from management .
Fixed Compensation
| Component | Policy Detail | Amount/Units | Vesting/Terms |
|---|---|---|---|
| Annual Board Retainer (cash) | Non-employee director policy | $40,000 | Quarterly, prorated if applicable |
| Chair Fee – Compensation | Additional cash retainer | $10,000 | Quarterly |
| Member Fee – Science & Technology | Additional cash retainer | $4,000 | Quarterly |
| Annual Option Award | Nonstatutory stock option | 27,200 shares | 12-month monthly vest; 10-year term |
| Initial Option Award (at appointment) | Nonstatutory stock option | 54,400 shares | 1/3 at year 1; monthly to year 3; 10-year term |
| Post-termination exercise | Options | 9 months | Board may extend at grant |
| Change-in-control | Options | Full acceleration | Immediately prior to closing |
2024 actual compensation earned (director-level):
| Name | Fees Earned (Cash) ($) | Option Awards ($, grant-date fair value) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Susan M. Molineaux, Ph.D. | 49,417 | 72,352 | 1,078 | 122,847 |
Performance Compensation
- Non-employee directors do not receive performance-based (metric-tied) bonuses; equity grants are time-based options under the director compensation policy .
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Geron Corporation | Current board service | None disclosed with RPTX | No related-party transactions reported involving Geron . |
| Para Therapeutics Inc. | CEO | None disclosed with RPTX | No related-party transactions reported; policy governs approvals >$120k . |
Expertise & Qualifications
- Deep biotech leadership, oncology R&D, and public company governance experience .
- Academic credentials and scientific training (Smith College; Johns Hopkins Ph.D.; Columbia postdoc) .
- Committee leadership experience as Compensation Committee Chair, aligning pay governance with independent consultant input and peer benchmarking (Aon; 2024 peer group) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| Susan M. Molineaux, Ph.D. | 75,733 | <1% | Beneficial ownership includes options exercisable within 60 days (per SEC rules) . |
| Options Outstanding at 12/31/2024 | 103,400 (count) | — | Director-level option count outstanding . |
| Anti-hedging/pledging | Prohibited | — | Company policy prohibits hedging, derivatives, shorting, margin, and pledging of RPTX shares . |
Governance Assessment
- Strengths: Independence; active committee leadership (Compensation Chair, S&T member); broad scientific and CEO experience; robust anti-hedging/anti-pledging policy; structured related-party transaction policy and audit committee oversight; independent chair and frequent executive sessions bolster board effectiveness .
- Alignment: Director pay emphasizes equity via annual options, aligning incentives with shareholder TSR; 2024 compensation mix shows material equity component via option grants .
- Engagement: 2024 attendance thresholds met; committee workload indicates meaningful engagement (Compensation 7; S&T 6) .
- Watch items: Company executed 2025 strategic re-prioritization and workforce reduction; compensation governance and retention/severance decisions are salient—her committee chairs executive pay oversight during transition .
- Conflicts: No related-party transactions disclosed involving Dr. Molineaux; any such transactions require audit committee review under policy .
- Shareholder signals: Prior say-on-pay approval >99.9% (2024) supports confidence in compensation oversight; continued monitoring advisable amid 2025 changes .