Courtney Beers
SANGAMO THERAPEUTICSAbout Courtney Beers
Courtney Beers, Ph.D., age 55, has served on Sangamo’s Board since December 2022. She is Chief Scientific Officer at Tizona Therapeutics (private) since June 2019, with 30 years’ experience in immunology, oncology drug development, and scientific leadership; she holds a Ph.D. in Immunology from the University of Washington . The Board has determined all directors except the CEO are independent under Nasdaq standards, implying Dr. Beers is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tizona Therapeutics | Chief Scientific Officer; previously built pipeline and research team | CSO since Jun 2019; joined 2015 to build pipeline | Advanced two therapeutics into clinic; portfolio building |
| Oncothyreon, Inc. | Head of Cancer Immunotherapy | Not disclosed | Led immune-modulatory biologic programs |
| Amgen Inc. / Immunex Corp. | Roles in Therapeutic Innovation Unit; Oncology Discovery Research | Not disclosed | Global Research Lead for Imlygic; led AMG 228 to Phase 1 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tizona Therapeutics (private) | Chief Scientific Officer | Since Jun 2019 | Privately held; immuno-oncology focus |
No other public company directorships are listed in Dr. Beers’ proxy biography .
Board Governance
- Committee assignments: Member, Compensation Committee; the committee is chaired by Dr. Karen L. Smith; members: Dr. Smith, Dr. Beers, Dr. Hillan, Mr. Meyers; all members are independent under Nasdaq and SEC rules; 4 meetings held in 2024 .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules .
- Attendance and engagement: The Board held 24 meetings in 2024; each director attended/participated in at least 75% of aggregate Board and applicable committee meetings .
- Stockholder engagement: Board emphasizes investor feedback on strategy, governance, and compensation .
- Related-party oversight: Audit Committee approves related party transactions; while there is no formal written policy, the Audit Committee charter requires approval and considers risk, cost, and independence impacts .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 59,375 | Includes annual and committee retainers; meeting fees beyond 10 waived in 2024 |
| 2023 | 37,707 | Includes annual and committee retainers |
| Annual Cash Retainers (Unchanged since 2014) | $ |
|---|---|
| Board Member Annual Retainer | 40,000 |
| Chair of Board Additional Retainer | 35,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Corporate Governance Chair | 10,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Member | 5,000 |
| Per-meeting fee (if >10 meetings): in-person $1,000; virtual $500; waived for 2024 | Policy disclosed; waived in 2024 |
Performance Compensation
| Year | Option Awards ($) | Stock Awards (RSUs) ($) | Total Equity ($) |
|---|---|---|---|
| 2024 | 19,885 | 14,190 | 34,075 |
| 2023 | 20,102 | 15,429 | 35,531 |
| Grant Type | Grant Date | Shares (#) | Exercise Price ($) | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| Annual NSO | Jun 4, 2024 | 50,000 | 0.57 | 12 equal monthly installments over 1 year | 19,885 |
| Annual RSU | Jun 4, 2024 | 25,000 | — | Fully vests on first anniversary or day before next AGM | 14,190 |
| Annual NSO | Jun 1, 2023 | 27,750 | 1.11 | 12 equal monthly installments over 1 year | 20,102 |
| Annual RSU | Jun 1, 2023 | 13,900 | — | Fully vests on first anniversary of grant | 15,429 |
- Automatic director grant program (current terms): Annual NSO 50,000, Annual RSU 25,000; Initial NSO 75,000, Initial RSU 37,500; annual awards capped at $225,000 grant-date FV; initial awards capped at $350,000; NSOs have 10-year term, immediately exercisable with company repurchase right for unvested shares; director awards accelerate upon death/disability, change in control, or hostile takeover .
- Consultant input: Aon provides market assessment for director pay; program changes in 2024 were below 50th percentile market data and included FV caps to manage stock volatility .
Other Directorships & Interlocks
- No public company board service disclosed for Dr. Beers in the proxy biography .
- Compensation Committee interlocks: none; no Sangamo executive serves on another board’s compensation committee with reciprocal ties .
Expertise & Qualifications
- Education: Ph.D. in Immunology, University of Washington .
- Domain expertise: Immuno-oncology; led global research for Imlygic (first FDA-approved oncolytic viral immunotherapy); program leadership from discovery to Phase 1 (AMG 228) .
- Board value: Long tenure in drug development and scientific strategy cited by Nominating/Governance Committee .
Equity Ownership
| As of Apr 17, 2025 | Shares Beneficially Owned (#) | % of Outstanding | Footnote Details |
|---|---|---|---|
| Dr. Courtney Beers | 166,649 | <1% | Includes 115,250 options exercisable within 60 days and 25,000 RSUs vesting within 60 days |
| As of Dec 31, 2024 | Options Held (#) | RSUs Held (#) |
|---|---|---|
| Dr. Courtney Beers | 115,250 | 31,251 |
Equity Compensation Plan outstanding/availability (company-wide context): 21,718,826 securities outstanding under plans; weighted avg option exercise price $6.68; 20,937,515 available for future issuance as of Dec 31, 2024 .
Governance Assessment
- Independence and committee role: Independent director with active role on Compensation Committee; committee met 4 times in 2024; uses independent consultant (Aon) and is composed entirely of independent directors .
- Attendance and engagement: Board met 24 times in 2024; directors met the ≥75% participation threshold—indicative of active engagement during a challenging period .
- Ownership alignment: Beneficial ownership of 166,649 shares (<1%), with 115,250 options and 25,000 RSUs vesting within 60 days; continued annual equity grants support alignment, though absolute stake is modest relative to shares outstanding .
- Compensation mix trends: Cash fees rose from $37,707 (2023) to $59,375 (2024), while equity grant fair values modestly declined, shifting mix slightly toward cash in 2024 .
- Change-in-control award treatment: Director equity vests immediately upon COI/hostile takeover; NSOs are immediately exercisable with repurchase right for unvested shares—common in small-cap biotech, but can be viewed as a potential entrenchment risk or misalignment if incentives are not tightly governed (RED FLAG) .
- Related-party oversight: Audit Committee reviews related-party transactions; absence of a formal written policy (process governed by Audit Committee charter) is a minor governance concern (RED FLAG) .
- Conflicts/interlocks: No disclosed public-company directorships for Dr. Beers; current executive role at a private biotech (Tizona) presents sector overlap but no related-party transactions or board interlocks are disclosed .
Fixed Compensation (Detail)
| Component | 2024 Amount ($) | 2023 Amount ($) |
|---|---|---|
| Cash Fees | 59,375 | 37,707 |
Performance Compensation (Detail)
| Component | Grant Date | Shares (#) | Vesting | Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Annual NSO | Jun 4, 2024 | 50,000 | 12 monthly installments | 19,885 | Exercise price $0.57; 10-year term; immediate exercisability with repurchase of unvested shares |
| Annual RSU | Jun 4, 2024 | 25,000 | First anniversary or day before next AGM | 14,190 | Accelerates on death/disability/COI/hostile takeover |
| Annual NSO | Jun 1, 2023 | 27,750 | 12 monthly installments | 20,102 | Exercise price $1.11 |
| Annual RSU | Jun 1, 2023 | 13,900 | First anniversary | 15,429 | — |
Compensation processes: Director compensation reviewed by the Compensation Committee with input from Aon; 2024 program changes were below the 50th percentile of market data and introduced FV caps .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed (public) | — | — |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | Ph.D., Immunology (University of Washington) |
| Technical | Immuno-oncology; viral immunotherapy (Imlygic) leadership; discovery-to-clinic program execution |
| Industry | ~30 years in biotech/pharma; pipeline building; strategic R&D leadership |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership | 166,649 shares; <1% of outstanding |
| Options (exercisable within 60 days of Apr 17, 2025) | 115,250 |
| RSUs (vesting within 60 days of Apr 17, 2025) | 25,000 |
| Options held (as of Dec 31, 2024) | 115,250 |
| RSUs held (as of Dec 31, 2024) | 31,251 |
Governance Assessment
- Strengths: Independent status; deep scientific domain expertise valuable for pipeline governance; active committee participation with independent oversight and external consultant support .
- Watch items: Immediate vesting on change-in-control for director equity (RED FLAG) ; lack of formal written related-party transaction policy, despite Audit Committee oversight (RED FLAG) .
- Overall: Dr. Beers’ scientific background enhances board effectiveness in R&D oversight; compensation structure is standard for small-cap biotech boards, with modest ownership and transparent equity grant terms and caps aiding alignment .