Alexander Macrae
SANGAMO THERAPEUTICSAbout Alexander Macrae
Alexander D. “Sandy” Macrae, M.B., Ch.B., Ph.D., age 62, has served as President & Chief Executive Officer of Sangamo Therapeutics and as a director since June 2016. He previously held senior R&D and medical leadership roles at Takeda (Global Medical Officer, 2012–Mar 2016) and GSK (SVP Emerging Markets R&D, 2009–2012; VP Business Development, 2007–2008), with earlier clinical development roles at SmithKline Beecham. He holds a B.Sc. in Pharmacology and M.B., Ch.B. with honors (Glasgow University), a Ph.D. in molecular genomics (King’s College, Cambridge), and is a member of the Royal College of Physicians .
Performance context: Over 2022–2024, Sangamo’s TSR based on a $100 investment moved from $41.87 (2022) to $7.24 (2023) to $13.60 (2024), while net losses were $(192)M, $(258)M, and $(98)M, respectively .
| Performance Metrics | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial investment (year-end) | $41.87 | $7.24 | $13.60 |
| Net Income (Loss) ($MM) | $(192) | $(258) | $(98) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Takeda Pharmaceutical Co. | Global Medical Officer | 2012–Mar 2016 | Established and led Global Medical Office spanning medical affairs, regulatory, PV, outcomes/epidemiology, quantitative sciences, knowledge/informatics . |
| GlaxoSmithKline (GSK) | SVP, Emerging Markets R&D | 2009–2012 | Built first-of-its-kind group to expand GSK’s reach in emerging/APAC markets through R&D, clinical, regulatory resources . |
| GlaxoSmithKline (GSK) | VP, Business Development | 2007–2008 | Led scientific assessment and BD for neurology, psychiatry, CV/metabolic . |
| SmithKline Beecham | Clinical Development (Neurology, Gastroenterology) | Earlier career | Clinical development leadership in key therapeutic areas . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| 4D Pharma plc | Director | Aug 2019–Mar 2023 | Board service at biopharma; concluded Mar 2023 . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $716,366 | $716,366 (no increase in 2024 due to capital constraints) |
| Target Bonus (% of Salary) | 60% | 60% |
| Annual Cash Bonus (Incentive Plan) | $0 (no 2023 NEO bonuses awarded) | Earned $395,434 (92% of $429,820 target), payment deferred until additional funding is raised |
| Retention Cash Award (Max) | — | $429,820; fully earned on achieving >$100M “cash extension” milestones (50% paid Sep 2024; 50% Jan 2025) |
Notes:
- 2024 corporate objectives were achieved at 92% overall, driving earned incentive payout; however, the Board deferred payment until funding conditions are met .
- A separate 2024 Cash Retention Award was established due to capital constraints and retention risk; CEO’s max opportunity equaled his 2023 target bonus and was fully paid upon achieving “cash extension” milestones .
Performance Compensation
2024 Cash Incentive – Corporate Objectives (Company-only weighting; cap 150%)
| Objective Category | Max Points | Outcome & Rating | Points Earned |
|---|---|---|---|
| Corporate Development & Capital Management | 45 | Raised >$102M, extended runway into Q2’25 (below goal of end-2025); Fabry partnership advanced but not executed; Partially meets (60%) | 27.0 |
| Fabry Disease Program | 10 | Dosing completed; FDA alignment on AA pathway using 52-week eGFR; EMA PRIME; Significantly exceeds (150%) | 15.0 |
| Neurology Programs (Nav1.7, Prion) | 20 | IND filed/cleared ahead of schedule; prion construct optimized; Mostly meets (95%) | 19.0 |
| Platforms & Capabilities (AAV capsids, ZF epigenetic regulation, MINT, mfg) | 15 | STAC-BBB data/licences; platform advances; Partially exceeds (125%) | 18.75 |
| G&A (cost mgmt, compliance, restructuring) | 10 | ~50% non-GAAP OpEx reduction; RIF execution; Partially exceeds (125%) | 12.5 |
| Total | 100 | Company-wide achievement | 92.25 ≈ 92% |
CEO 2024 payout formula: Target 60% of salary ($429,820) × 92% = $395,434 earned (payment deferred) .
Equity Awards and Vesting
| Award | Grant Date | Quantity | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| RSU (Retention RSUs) | Jan 22, 2024 | 2,000,000 | $909,400 (2024 Stock Awards, SCT) | 50% at 1-year; remainder vests quarterly over next year; acceleration on certain CoC events |
| RSU | Feb 24, 2023 | 73,735 | Included in 2023 Stock Awards $418,418 | 25% at 1-year; then 8 quarterly installments (two-year schedule) |
| RSU | Feb 25, 2022 | 21,000 | Included in 2022 Stock Awards $1,321,600 | 3 equal annual installments |
| Stock Options (aggregate mix) | Various (2016–2023) | See “Outstanding Awards” | 2024: no options granted to NEOs | Standard: 25% at 1-year; then 24 or 36 monthly installments depending on grant year |
No NEO option grants were made in 2024 (shift toward RSUs/retention) .
Equity Ownership & Alignment
| Ownership (as of Apr 17, 2025) | Amount | % Outstanding |
|---|---|---|
| Total Beneficial Ownership (Macrae) | 4,658,755 shares | 2.0% (out of 229,192,802 shares) |
| Of which: Options exercisable within 60 days | 3,375,148 | — |
| Of which: RSUs vesting within 60 days | 264,747 | — |
Additional alignment and risk controls:
- Company prohibits hedging, short-selling, derivative transactions and pledging/margin accounts for officers/directors/employees .
- Director compensation disclosure confirms the CEO receives no additional pay for Board service .
Outstanding Equity Awards at 12/31/2024 (CEO)
| Instrument | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Stock Option | 02/24/2023 | 412,903 | 321,147 | $2.66 | 02/23/2033 |
| Stock Option | 02/25/2022 | 567,000 | 37,800 | $5.90 | 02/24/2032 |
| Stock Option | 02/25/2021 | 265,218 | 11,532 | $11.19 | 02/24/2031 |
| Stock Option | 02/25/2020 | 337,500 | — | $6.80 | 02/24/2030 |
| Stock Option | 02/25/2019 | 379,500 | — | $9.03 | 02/24/2029 |
| Stock Option | 01/24/2018 | 189,000 | — | $20.05 | 01/23/2028 |
| Stock Option | 01/26/2017 | 360,000 | — | $3.50 | 01/25/2027 |
| Stock Option | 06/03/2016 | 700,000 | — | $7.07 | 06/02/2026 |
| RSU | 01/22/2024 | — | — | — | 2,000,000 unvested; $2,040,000 value at $1.02 close (12/31/2024) |
| RSU | 02/24/2023 | — | — | — | 73,735 unvested; $75,210 value at $1.02 close |
| RSU | 02/25/2022 | — | — | — | 21,000 unvested; $21,420 value at $1.02 close |
Vesting mechanics: Options generally 25% after one year then monthly (24 or 36 months depending on grant year); RSUs as noted in table; accelerated vesting upon certain terminations in change-of-control context (see Employment Terms) .
Employment Terms
- Employment: CEO since June 1, 2016; initial sign-on bonus $200,000 and 700,000 option grant; agreement requires the Board to nominate him for election to the Board while agreement in effect .
- 2024 Base/Bonus Targets: Salary $716,366; target bonus 60% of salary .
- Severance/Change-in-Control (Amended Severance Plan, Oct 2023):
- CEO (involuntary termination during Change in Control Period): 18 months base salary + 18 months of target bonus (1/12 × 18) payable over 12 months, 18 months COBRA reimbursement, full acceleration of equity, options exercisable 12 months post-termination .
- CEO (involuntary termination outside Change in Control Period): 18 months base salary over 18 months, 18 months COBRA reimbursement .
- Change in Control Period: from CoC date to 12 months after .
- Company equity plans also provide immediate vesting of awards not assumed/continued by an acquirer upon CoC; directors’ automatic grants fully accelerate upon CoC/hostile takeover .
- 280G Cutback: Payments reduced if it improves after-tax outcomes relative to excise taxes .
- Clawback: Nasdaq-compliant recoupment policy for erroneously awarded incentive compensation (effective Oct 2, 2023 for covered execs) .
- Hedging/Pledging: Prohibited; also no short-selling/derivatives and no margin accounts .
Board Governance (including dual-role implications)
- Board service: Director since June 2016; not independent (serving as CEO) .
- Leadership structure: Independent Chair (H. Stewart Parker) separates CEO/Chair roles; Board cites benefits to independent oversight and accountability; independent directors hold regular executive sessions without CEO/management present .
- Committees: CEO is not listed as a member of Audit (Carey, Chair; Markels; Meyers) , Compensation (Smith, Chair; Beers; Hillan; Meyers) , or Nominating/Gov (Parker, Chair; Horn; Markels) .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024; Board met 24 times in 2024 .
- Director pay: CEO receives no additional board compensation .
Implication: The non-executive Chair and fully independent committees mitigate typical CEO-director independence concerns; lack of committee roles for CEO reduces conflict risk .
Director Compensation (for Macrae’s director role)
- No additional compensation for Board service in 2024 (CEO compensation is under Executive Compensation) .
Multi-Year CEO Compensation Snapshot (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $716,366 | $716,366 |
| Stock Awards ($) | $418,418 | $909,400 |
| Option Awards ($) | $1,251,188 | — |
| Non-Equity Incentive ($) | — | $825,254 (includes 2024 Cash Retention Award) |
| All Other ($) | $6,300 | $6,430 |
| Total ($) | $2,392,272 | $2,457,450 |
Pay-versus-Performance (SEC 402(v)): 2024 “Compensation Actually Paid” to PEO = $3,965,784 (reflects equity remeasurements); TSR $13.60; Net Loss $(98)M .
Related Party Transactions
- Company reports no related party transactions since Jan 1, 2023, other than previously disclosed large-cap collaborations (e.g., Biogen purchase/collaboration now terminated) .
Compensation Structure Analysis (signals)
- Shift toward RSUs/retention in 2024: No NEO option grants; large time-based Retention RSUs with 2-year vesting aimed at acute retention during capital constraints .
- Pay-for-performance: 2024 incentive tied 100% to corporate goals; earned 92%; bonuses deferred until funding, showing cash conservation discipline .
- Governance-friendly features: Clawback policy; no tax gross-ups; no option repricing without shareholder approval; anti-hedging/pledging .
Risk Indicators & Notable Events
- CFO transition: CFO Prathyusha Duraibabu notified resignation effective Oct 1, 2025 (transitioning to part-time then interim PFO pending successor); company cited no disagreements .
- Dilution/overhang management: Proxy details overhang, burn rate, and a 2025 request to increase share reserve by 14M shares under the Amended 2018 Plan, citing competitive hiring/retention needs .
Compensation Peer Group (for benchmarking)
- The Compensation Committee engaged Aon; 2024 peer group included: Adverum (ADVM), bluebird bio (BLUE), Agenus (AGEN), Editas (EDIT), Alector (ALEC), FibroGen (FGEN), Allogene (ALLO), Fulcrum (FULC), ALX Oncology (ALXO), Gritstone (GRTS), AnaptysBio (ANAB), Mersana (MRSN), Arcturus (ARCT), Nektar (NKTR), Atara (ATRA), NGM (NGM), Atea (AVIR), REGENXBIO (RGNX), Aura (AURA), Scholar Rock (SRRK) .
Employment Terms – Detailed Vesting & Triggers
- Standard vesting: Options — 25% cliff at 1 year, remainder monthly (24 months for post-2022 grants; 36 months for earlier grants); RSUs — either 3 annual tranches or 25% at 1 year then 8 quarterly installments .
- Change-in-control treatment: Awards not assumed/continued by acquirer fully vest; non-employee director automatic grants also fully accelerate upon CoC/hostile takeover .
- Severance multiples/acceleration summarized in Employment Terms above .
Investment Implications
- Alignment vs. performance: 2024 program paid for 92% corporate objective achievement but deferred cash bonus reflects liquidity discipline; retention RSUs create meaningful time-based equity exposure for the CEO through 2026 .
- Supply/overhang risk: CEO holds 2.0% beneficially, including a 2,000,000-share 2024 RSU that vests 50% in Jan 2025 and quarterly thereafter — potential incremental insider supply as tranches settle; aggregate overhang increased with the proposed 14M share plan add in 2025 .
- Governance mitigants: Independent Chair, fully independent committees, anti-hedging/pledging, clawback, and no tax gross-ups reduce governance risk typically associated with CEO-director dual roles .
- Execution risk: TSR and cumulative losses highlight ongoing development/commercialization risk; CFO transition in late 2025 adds near-term continuity consideration, though company noted no disagreements .
Appendix: Additional References
- Director service/independence; attendance; committees .
- Director pay table (non-employee); CEO receives no additional director pay .
- Equity plan governance features (no repricing without shareholder approval; minimum vesting; clawback) .