Nathalie Dubois-Stringfellow
SANGAMO THERAPEUTICSAbout Nathalie Dubois-Stringfellow
Nathalie Dubois-Stringfellow, Ph.D., age 63, is Chief Development Officer (since August 2022) overseeing strategy and execution across clinical science and operations, regulatory affairs, development sciences, and program/portfolio management; she joined Sangamo in January 2011 and previously led product development and management functions . She holds an M.S. in Genetics & Immunology and a Ph.D. in Human Genetics from Université Pierre et Marie Curie (Paris) . Company pay-versus-performance shows 2024 cumulative TSR value at $13.60 for a fixed $100 investment and net loss of $98 million, framing the operating environment against which executive incentives were assessed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sangamo Therapeutics | Senior Director, Project Management | 2011–2016 | Led project management across discovery-to-clinic programs |
| Sangamo Therapeutics | Vice President, Product Development & Management | 2016–2019 | Directed product development/portfolio management for gene and cell therapy programs |
| Sangamo Therapeutics | Senior Vice President, Product Development & Management | 2019–2022 | Executed development leadership across multiple therapeutic areas |
| Sangamo Therapeutics | Chief Development Officer | Aug 2022–present | Oversees integrated development strategy and execution for wholly owned and partnered programs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chiron Corp. | Discovery research, preclinical research, clinical development, portfolio management | Not disclosed | Built end-to-end development expertise in biologics |
| Bayer Corp. | Discovery/preclinical research; project leadership | Not disclosed | Advanced biologic therapies; operational leadership |
| Signature Biosciences | Discovery/preclinical research; project leadership | Not disclosed | Platform and pipeline contributions |
| XOMA LLC | Clinical development; portfolio management | Not disclosed | Translational development across multiple indications |
Fixed Compensation
Multi-year summary compensation (USD):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $453,600 | $453,600 |
| Stock Awards (grant-date fair value) | $142,145 | $323,974 |
| Option Awards (grant-date fair value) | $425,060 | — |
| Non-Equity Incentive Compensation | — | $348,365 |
| All Other Compensation | $6,300 | $6,430 |
| Total Compensation | $1,027,105 | $1,132,369 |
Key program terms:
- Target annual bonus: 40% of base salary (structured solely on corporate performance; 150% cap) .
- Clawback policy compliant with Nasdaq/SEC rules (covers incentive compensation received on/after Oct 2, 2023) .
- No pension/SERP in U.S.; standard benefits and 401(k) match up to $5,000 in 2024 .
Performance Compensation
Annual cash incentive (2024):
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Objectives (company-wide) | 100% | 100% | 92% achievement | 92% of target ($166,925) |
Corporate objective detail (selected highlights):
- Capital/RBD: Raised >$102M; runway extended into Q2’25; Fabry partnership discussions advanced (27/45 points; 60% rating) .
- Fabry Program: Completed Phase 1/2 dosing; FDA alignment on accelerated approval using eGFR slope at 52 weeks; EMA PRIME alignment (15/10 points; 150%) .
- Neurology: IND filed/cleared for Nav1.7 ahead of schedule; prion program optimization and manufacturing plans progressed (19/20 points; 95%) .
- Platforms/Capabilities: STAC-BBB data/licensing ($70M non-dilutive) and MINT advances (18.75/15 points; 125%) .
- G&A/Cost: ~50% reduction in non-GAAP opex; RIFs executed; France CAR-Treg shutdown completed (12.5/10 points; 125%) .
Retention incentives (2024):
- Cash Retention Award: Maximum equal to target bonus ($181,440); fully earned based on >$100M “cash extension” milestones (paid 50% Sep 2024, 50% Jan 2025) .
- Retention RSUs: 712,500 shares granted Jan 22, 2024; 50% vests on Jan 22, 2025, remainder vesting quarterly thereafter; acceleration on certain change-in-control events .
- 2024 annual cash incentive earned but board deferred payment until additional funding is raised .
Equity vesting schedules (as of 12/31/2024):
| Award Type | Grant Date | Unvested/Outstanding | Vesting Schedule | Year-end Value |
|---|---|---|---|---|
| RSUs (Retention) | 01/22/2024 | 712,500 | 50% on 01/22/2025; remainder quarterly thereafter; CIC acceleration per plan | $726,750 (at $1.02) |
| RSUs | 02/24/2023 | 25,049 | 25% at 1 year; then 8 equal quarterly installments over 2 years | $25,550 (at $1.02) |
| RSUs | 02/25/2022 | 4,229 | 3 equal annual installments | $4,314 (at $1.02) |
| Options | 02/24/2023 | 140,273 ex./109,102 unex. | 25% at 1 year; then 24 equal monthly installments over 2 years | — (terms listed) |
| Options | 02/25/2022 | 114,159 ex./7,611 unex. | 25% at 1 year; then 36 monthly installments over 3 years | — |
Note: Options generally 10-year term; accelerated vesting/exercisability on certain terminations and changes in control per plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 940,052 shares (<1%) as of April 17, 2025 |
| Components of ownership (within 60 days) | Options exercisable: 503,865; RSUs vesting: 94,071; ESPP purchasable: up to 5,000 shares |
| Shares outstanding (denominator) | 229,192,802 (for % calc) |
| Hedging/pledging | Prohibited by insider trading policy (no hedging, no pledging/margin, no short sales) |
| Stock ownership guidelines | Not disclosed in proxy — |
| Upcoming vesting/selling pressure | 356,250 Retention RSUs vest on 01/22/2025 (50% of 712,500), with quarterly vest thereafter; potential tax-withholding sales around vest dates |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Promoted to CDO Aug 2022; base increased to $420,000 at promotion; 2024 base $453,600; target bonus 40% of base tied to corporate performance |
| Severance (non-CEO under Amended Severance Plan) | Involuntary termination during Change-in-Control Period: 12 months base salary + target bonus (12/12ths) + 12 months COBRA + accelerated vesting; options remain exercisable 12 months post-termination |
| Severance (outside CIC Period) | 12 months base salary + 12 months COBRA; no accelerated vesting |
| Change-in-control equity treatment (2018/Amended 2018 Plan) | If awards not assumed/continued/substituted, employee awards accelerate in full; plan permits payment in lieu of exercise; director automatic grants accelerate |
| Clawback | Incentive compensation recoupment policy adopted Nov 2023; applies per SEC/Nasdaq rules |
Compensation Structure Analysis
- Shift to retention RSUs and cash retention awards in 2024 (replacing typical annual equity grants) emphasizes retentive value amidst capital constraints; 712,500 RSUs with front-loaded vest at 12 months is a near-term alignment/retention lever .
- Annual bonus determined solely by corporate performance, achieved at 92%; payout authorization deferred until funding improves, reinforcing capital prioritization over cash payouts .
- No option repricing allowed under equity plan; minimum 12-month vesting standard with limited exceptions; clawback implemented — governance-friendly features .
Compensation Peer Group (Benchmarking)
2024 peer group used by the Compensation Committee and Aon for market assessment: Adverum Biotechnologies, bluebird bio, Agenus, Editas Medicine, Alector, FibroGen, Allogene Therapeutics, Fulcrum Therapeutics, ALX Oncology, Gritstone bio, AnaptysBio, Mersana Therapeutics, Arcturus Therapeutics, Nektar Therapeutics, Atara Biotherapeutics, NGM Biopharmaceuticals, Atea Pharmaceuticals, REGENXBIO, Aura Biosciences, Scholar Rock .
Say-on-Pay & Shareholder Feedback
- Annual advisory say-on-pay vote conducted; Board recommended “FOR” (proxy section references for overall NEO compensation philosophy) . Specific voting percentages not disclosed in cited sections —.
Expertise & Qualifications
- 30+ years’ experience across biologics, gene and cell therapy development; leadership in preclinical/clinical development, portfolio management; advanced degrees in genetics and immunology .
- As CDO, accountable for key 2024 achievements: IND clearance for Nav1.7, Fabry accelerated approval pathway alignment, and platform/licensing advances supporting liquidity .
Risk Indicators & Red Flags
- Pledging/hedging prohibited; mitigates misalignment risk .
- Clawback in place; option repricing prohibited; minimum vesting standards — governance positives .
- Deferred cash incentive payout pending funding highlights liquidity constraints; potential morale/retention pressure absent continued capital access .
Investment Implications
- Alignment/retention: Significant Retention RSU vest on 01/22/2025 and quarterly thereafter will anchor retention but may create near-term sell-to-cover dynamics; monitor Form 4s around vest dates for selling pressure indicators .
- Pay-for-performance linkage: Cash incentive fully tied to company-wide objectives (achieved 92%), favoring enterprise execution over individual metrics; governance structures (clawback, no repricing, anti-pledging) reduce compensation-related risk .
- CIC economics: Double-trigger cash plus full equity acceleration during the change-in-control period aligns executive retention with strategic optionality; consider potential dilution and acceleration costs in M&A scenarios .
- Operational execution: 2024 milestones in Fabry and neurology programs, plus platform licensing proceeds, suggest credible development cadence under Dubois-Stringfellow’s remit; sustained capital access remains key given historical net losses and deferred bonus payouts .