James Meyers

About James R. Meyers

James R. Meyers, age 60, has served as an independent director of Sangamo Therapeutics since November 2019. He brings 30+ years of commercial leadership in biotech, including EVP, Worldwide Commercial Operations at Gilead (2016–2018) and earlier roles since 1996, and previously served as CEO of IntraBio Ltd. (2020–2023). He holds a B.S. in Economics from Boston College . The Board classifies him as independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence and Tenure: Independent director; on board since Nov 2019 .
• Committees (2024):
  • Audit Committee member; Audit Committee met 4 times in 2024. Audit Committee report signed by Robert F. Carey, John H. Markels, and James R. Meyers. Carey is designated the Audit Committee Financial Expert .
  • Compensation Committee member; Compensation Committee met 4 times in 2024 (Chair: Dr. Karen Smith) .
  • Not on Nominating & Corporate Governance (members: Parker (Chair), Horn, Markels; met 4 times in 2024) .
• Board Activity & Attendance:
  • Board met 24 times in 2024; each director attended or participated in ≥75% of aggregate board and committee meetings .
  • Eight of nine directors attended the 2024 annual meeting (virtual) .
• Leadership structure: Independent Chair (H. Stewart Parker); CEO is a separate role; independent directors hold regular executive sessions .
• Policies:
  • Prohibitions on hedging, pledging, short-selling, and holding in margin accounts for directors, officers, employees .
  • Clawback policy applies to equity awards under the 2018/Amended 2018 Plan .

Fixed Compensation (Director, 2024)

Program terms (cash):

• Standard annual cash retainers: Board $40,000; Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000. Meeting fees apply only if >10 board meetings; board waived additional meeting fees in 2024 despite 24 meetings .

Performance Compensation (Equity for Directors)

Plan provisions relevant to governance:

• Annual non-employee director awards: 50,000 options and 25,000 RSUs, subject to $225,000 annual grant-date FV cap; options 10-year term, immediately exercisable but subject to repurchase of unvested shares; RSUs time-based vesting .
• Accelerated vesting: Immediate full vesting upon death/disability or change in control or hostile takeover (single-trigger for directors) .
• No repricing without stockholder approval; minimum 12-month vesting on awards (5% carve-out) .

Performance metrics: No performance-based metrics are used for director equity; annual director awards are time-based service vesting per the automatic grant program .

Other Directorships & Interlocks

Related-party transactions: The proxy reports no related-party transactions (as defined) since Jan 1, 2023 involving directors or >5% holders, other than historical Biogen collaboration and equity investment; no director-linked transactions disclosed .

Expertise & Qualifications

• Commercial leadership across multiple therapeutic areas; oversaw global pricing and market access; led 25 launches including 11 with >$1B peak revenue at Gilead .
• Committee service on Audit (financial oversight) and Compensation (executive pay governance); Audit Committee report signatory .
• Advisory experience to large-cap biopharma on commercialization and policy (BCG) .

Equity Ownership

Additional director holdings disclosure (as of Dec 31, 2024): Options outstanding 169,150; RSUs outstanding 25,000 . Aggregate awards granted to Meyers under the 2018 Plan as of Apr 17, 2025: 243,750 shares subject to awards .

Policy alignment:

• Hedging and pledging prohibited under Insider Trading Policy (reduces misalignment risk and collateralization risk) .
• Clawback policy applies to awards under the equity plan .

Governance Assessment

• Strengths:
  • Independence affirmed; serves on key oversight committees (Audit, Compensation) with active meeting cadence (Audit: 4; Comp: 4; Board: 24 in 2024). All directors met ≥75% attendance threshold; board waived extra meeting fees despite high meeting volume—positive cost discipline signal .
  • No related-party transactions involving directors since 2023; robust prohibitions on hedging and pledging; equity awards subject to a clawback policy .
  • Commercial expertise directly relevant to biotech commercialization and partnering .
• Watch items / potential red flags:
  • Single-trigger acceleration of non-employee director equity upon change in control/hostile takeover can be viewed as shareholder-unfriendly by some investors; consider engagement on best-practice double-trigger constructs for directors .
  • Equity program scale increased in 2024 for director grants (to 50k options/25k RSUs) with dollar-value caps; continued monitoring of dilution and overhang warranted, though 2024 meeting-fee waiver offsets some governance concerns .
• Overall: No material conflicts or attendance concerns disclosed; compensation structure standard for small-cap biotech with clear equity and cash components; committee workload and independence support board effectiveness .