Robert Carey
SANGAMO THERAPEUTICSAbout Robert F. Carey
Robert F. Carey (age 66) is an independent director of Sangamo Therapeutics (SGMO) since June 2016 and serves as Chair of the Audit Committee; the Board has designated him an “audit committee financial expert.” He previously co‑founded and served as President of ACELYRIN (2020–2022), was EVP/Chief Business Officer at Horizon Therapeutics (2014–2019), and spent over a decade leading healthcare investment banking at JMP Securities (2003–2014). He holds a BBA in accountancy from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACELYRIN, Inc. | Co‑founder; President | Jul 2020 – Dec 2022 | Senior operating leader at clinical-stage biopharma |
| Horizon Therapeutics plc | EVP & Chief Business Officer | Mar 2014 – Oct 2019 | Led BD; supported major product deals and growth |
| JMP Securities LLC | MD & Head, Healthcare Investment Banking | 2003 – 2014 | Advised life-science financings and strategic transactions |
| Dresdner Kleinwort Wasserstein; Vector Securities | Managing Director (healthcare) | Prior to 2003 | Healthcare IB coverage |
| Shearson Lehman Hutton; Ernst & Whinney | Earlier roles | Earlier career | Finance/accounting foundation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Beyond Air, Inc. (NASDAQ: XAIR) | Director | Current | Public med‑device/biopharma board service |
| COUR Pharmaceutical Development Co., Inc. | Director | Current | Private, clinical‑stage biotech |
| Beyond Cancer, Ltd. | Director | Current | Private, clinical‑stage biotech |
| FS Development Corp. (now Disc Medicine, Inc.) | Director | Former (Jul 2020 – Feb 2021) | SPAC director prior to de‑SPAC |
Board Governance
- Independence and leadership: The Board determined all directors other than the CEO are independent; Carey is independent and serves as Audit Committee Chair. The Board held 24 meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings .
- Committees: Audit (Carey, Chair; members: Markels, Meyers). The Audit Committee oversees financial reporting, auditor independence, compliance on financial matters, and cybersecurity risk; Carey is designated an “audit committee financial expert” .
- Annual meeting attendance: Eight of nine directors attended the 2024 annual meeting (held virtually) .
- Board structure: Independent Chair (H. Stewart Parker); independent directors hold regular executive sessions without management .
- Stockholder voting 2025: Director elections and say‑on‑pay results disclosed below (see “Say‑on‑Pay & 2025 Voting Results”) .
Fixed Compensation
Non‑employee director compensation for 2024 (Cash retainers unchanged since 2014): Board retainer $40,000; additional retainers: Board Chair $35,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; committee member retainers (Audit $10,000; Compensation $7,500; Nominating $5,000). Per‑meeting fees only if >10 Board meetings; directors waived these in 2024 .
| Year | Cash Fees ($) | Total ($) |
|---|---|---|
| 2023 | 45,000 | 80,531 |
| 2024 | 75,000 | 109,075 |
Notes: Cash reflects Board/committee retainers; per‑meeting fees were waived in 2024 despite >10 Board meetings .
Performance Compensation
Directors receive annual equity under the automatic grant program.
| Grant Type | Grant Date | Shares/Units | Exercise/Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Option | Jun 4, 2024 | 50,000 | $0.57 per share | 12 equal monthly installments after grant | 19,885 |
| RSU | Jun 4, 2024 | 25,000 | N/A | 100% on first anniversary of grant | 14,190 |
Program features and terms:
- Annual awards: Option (50,000) + RSU (25,000), subject to annual aggregate $225,000 cap on grant-date value .
- Change in control: Director options/RSUs accelerate in full upon change in control/hostile takeover, subject to continuous service through the date .
- No option repricing without stockholder approval; minimum 12‑month vesting policy (5% pool exception); no dividends on options/SARs; unvested dividends on other awards are forfeitable .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles/Notes |
|---|---|---|---|
| Beyond Air, Inc. | Public | Director | See company proxy for committee roles; service confirmed in SGMO proxy |
| COUR Pharmaceutical | Private | Director | SGMO proxy biography |
| Beyond Cancer, Ltd. | Private | Director | SGMO proxy biography |
| FS Development Corp. (Disc Medicine) | Public (former) | Director | Former SPAC board seat (2020–2021) |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive financial sophistication per Nasdaq/SEC standards .
- Deep transaction experience in healthcare M&A, equity/debt financings, and strategic alliances from senior investment banking roles and operating leadership at Horizon and ACELYRIN .
- Accounting foundation (BBA, Notre Dame) and long‑tenured capital markets credibility .
Equity Ownership
| Holder | Total Beneficial Ownership (#) | % Outstanding | Detail (Exercisable/Vesting within 60 days) |
|---|---|---|---|
| Robert F. Carey | 283,750 | <1% | Includes 209,150 options exercisable and 25,000 RSUs vesting within 60 days |
Ownership policy and practices:
- Hedging/pledging prohibited; short‑selling and holding SGMO securities in margin accounts also prohibited .
- Equity awards (including director awards) are subject to the company’s clawback policy and award‑level clawback provisions (recoupment for restatements and other triggers) .
Say‑on‑Pay & 2025 Voting Results
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director Election – Robert F. Carey (2025 AGM) | 34,798,438 | 20,478,896 | 1,978,681 | 82,191,793 |
| Advisory Vote on Executive Compensation (2025 AGM) | 32,804,256 | 23,176,425 | 1,275,334 | 82,191,793 |
Governance Assessment
- Board effectiveness and financial oversight: Carey’s role as Audit Chair and designation as audit committee financial expert strengthen audit oversight, auditor independence monitoring, and cybersecurity risk governance; Board/committee attendance thresholds were met in 2024 (75%+) amid 24 Board meetings, indicating engagement .
- Independence and conflicts: Board independence affirmed (Carey independent); related‑party review shows no related‑party transactions involving directors/officers since Jan 1, 2023 .
- Compensation and alignment: 2024 director equity grant sizes were increased (to 50,000 options/25,000 RSUs) but remained below the 50th percentile of peer market data per the Compensation Committee’s consultant analysis; plan includes robust safeguards (no repricing, 12‑month minimum vesting, clawbacks) .
- Shareholder signals: 2025 say‑on‑pay and director vote tallies are disclosed above for context in assessing governance sentiment .
Director Compensation Detail (Structure Reference)
- Annual cash retainers: Board $40,000; committee chair retainers (Audit $20,000; Compensation $15,000; Nominating $10,000); committee member retainers (Audit $10,000; Compensation $7,500; Nominating $5,000); per‑meeting fees available over 10 Board meetings (waived in 2024) .
- Equity grants (automatic program): Annual option (50,000; 12‑month vest) and RSU (25,000; 1‑year cliff), grant‑date cap of $225,000; change‑in‑control full acceleration .
Policy & Controls Snapshot
- Insider trading and alignment: Strict prohibitions on hedging, pledging, short‑selling, and speculative derivatives; awards are subject to clawback; director equity fully accelerates on change‑in‑control under the plan .
- Committee independence and advisors: Compensation Committee engages independent consultant (Aon) for peer benchmarking and governance best practices; Board/committee charters available on SGMO’s website .
No director‑specific stock ownership guidelines were disclosed; the proxy reports beneficial ownership and award holdings for each director and executive **[1001233_0001628280-25-020773_sgmo-20250429.htm:60]** **[1001233_0001628280-25-020773_sgmo-20250429.htm:25]**.