Karen Smith

About Karen L. Smith

Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M., age 57, has served as an independent director of Sangamo Therapeutics since June 2018. She is a biopharma R&D and medical leader credited with contributions to multiple FDA/EMA approvals across oncology, rare disease, cardiology, dermatology, neuroscience, and anti-infectives; degrees include an M.D. (University of Warwick), Ph.D. in oncology (University of Western Australia), M.B.A. (University of New England), and L.L.M. (University of Salford) . She currently provides international consulting services (since Nov 2018) and has held multiple C‑suite roles (CMO, CEO) at public and private biopharma companies .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO are independent; Dr. Smith is independent under Nasdaq rules .
• Committee assignments: Compensation Committee Chair (2024 members: Dr. Smith (Chair), Dr. Beers, Dr. Hillan, Mr. Meyers; 4 meetings in 2024). Audit and Nominating Committee rosters do not include Dr. Smith .
• Attendance and engagement: Board held 24 meetings in 2024; each director attended ≥75% of applicable Board/committee meetings. Eight of nine directors attended the 2024 annual meeting (virtual). Independent directors held regular executive sessions .
• Board leadership: Independent Chair (H. Stewart Parker); 8 of 9 directors independent, with regular executive sessions reinforcing oversight independence .

Fixed Compensation (Director)

Director retainer framework (unchanged since 2014):

• Annual Board retainer: $40,000; Board Chair: +$35,000 .
• Committee retainers: Audit Chair $20,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $10,000; Audit Member $10,000; Compensation Member $7,500; Nominating Member $5,000. Per‑meeting fees for >10 Board meetings were waived in 2024 .

Performance Compensation (Director Equity)

Additional plan features relevant to alignment and risk:

• No option/SAR repricing or cash‑out above FMV without prior stockholder approval; minimum 12‑month vesting (5% pool exception) .
• Clawback policy applies to awards; dividends/dividend equivalents not paid on unvested shares; none on options/SARs .

Note: Non‑employee director equity grants are formulaic (options + RSUs). No performance metrics are specified for director awards; performance stock awards are available under the plan but are not part of the automatic director program .

Other Directorships & Interlocks

• The proxy discloses no related‑party transactions involving directors or their immediate family since Jan 1, 2023; the Audit Committee oversees any such matters per policy .

Expertise & Qualifications

• Multi‑product approval track record (Herceptin, Vyxeos, Defitelio, Irbesartan, Voluma, Botox, Abilify, Teflaro), indicating broad therapeutic leadership spanning oncology, rare disease, cardiology, dermatology, neuroscience, anti‑infectives .
• Graduate credentials: M.D. (Warwick), Ph.D. in oncology (Western Australia), M.B.A. (New England), L.L.M. (Salford) .
• Prior executive roles leading global R&D, clinical development, and medical affairs at large and mid‑cap biopharma (Jazz, Allergan; earlier at AZ and BMS) .

Equity Ownership

• Hedging, pledging, short‑selling, and holding company stock in margin accounts are prohibited for directors under the Insider Trading Policy, reducing alignment risk concerns around pledging/hedging .

Governance Assessment

• Strengths:

  • Independent director; serves as Compensation Committee Chair with four meetings held in 2024; committee retains independent consultant Aon for market assessments; committee members are independent per Nasdaq/SEC rules .
  • Board structure features an independent Chair and 8/9 independent directors; independent executive sessions held regularly; each director met ≥75% attendance threshold; eight of nine directors attended the 2024 annual meeting .
  • Alignment safeguards: robust clawback policy, prohibition on hedging/pledging, no option repricing without stockholder approval, 12‑month minimum vesting (with limited exception) .
  • No related‑party transactions involving directors since Jan 1, 2023, reducing conflict risk .

• Watch items for investors:

  • Director equity grant sizes were increased in 2024 (from 27,750 options/13,900 RSUs to 50,000/25,000) to remain competitive; still capped by a $225,000 annual value limit and represented below 50th percentile market data per Aon. This raises equity burn but within market norms and with governance caps .
  • Dr. Smith serves on multiple public company boards concurrently (Aurinia, Skye Bioscience, Context), which can raise capacity considerations, though no attendance or engagement issues are indicated in the proxy .

• Overall signal: Independent, experienced R&D operator with meaningful chair responsibility and solid alignment controls; no disclosed conflicts or related‑party issues; equity grants are formulaic and governed by best‑practice plan provisions .