Scott Willoughby
SANGAMO THERAPEUTICSAbout Scott Willoughby
Scott B. Willoughby is Chief Legal Officer & Corporate Secretary of Sangamo Therapeutics (SGMO). He joined Sangamo in March 2020 as Head of Corporate Law and was promoted to Chief Legal Officer & Corporate Secretary in August 2021; he is 50 years old and holds a B.A. and J.D. from the University of California, Berkeley . Prior roles include Deputy General Counsel at Achaogen and senior counsel positions at McKesson, Uber, The Clorox Company, and Latham & Watkins, building expertise in corporate governance, SEC reporting, corporate finance, compliance, M&A, licensing, and international expansion . Company-level pay-versus-performance data show TSR on a $100 investment of $41.87 (2022), $7.24 (2023), and $13.60 (2024), with net losses of $(192)M, $(258)M, and $(98)M, respectively, framing operating context during Willoughby’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Achaogen, Inc. | Deputy General Counsel | Not disclosed | Anti-infectives biotech legal leadership; corporate/compliance foundation |
| McKesson Corporation | Senior Counsel | Not disclosed | Corporate governance, SEC reporting, corporate finance |
| Uber Technologies | Senior Counsel | Not disclosed | International expansion, compliance, licensing |
| The Clorox Company | Senior Counsel | Not disclosed | Corporate transactions and compliance execution |
| Latham & Watkins LLP | Senior Counsel | Not disclosed | Capital markets, M&A, corporate governance |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in proxy | — | — |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $457,800 |
| Target Bonus (%) | 40% of base |
| Target Bonus ($) | $183,120 |
| Incentive Award Earned ($) | $168,470 (92% of target; payment deferred until funding) |
| Cash Retention Award Paid ($) | $183,120 (50% paid Sep 2024; 50% Jan 2025) |
| All Other Compensation ($) | $6,430 (401(k) match $5,000 + life insurance $1,430) |
Performance Compensation
| Metric (2024 Corporate Objectives) | Weight/Points | Target | Actual | Payout Assessment |
|---|---|---|---|---|
| Corporate Development & Capital Management | 45 | 45 | 27 | Partially meets (60%); >$102M cash extension, runway into Q2’25; Fabry partner not executed |
| Fabry Disease Program | 10 | 10 | 15 | Significantly exceeds (150%); FDA alignment on accelerated approval, dosing completed, EMA PRIME meeting |
| Neurology (Nav1.7 & Prion) | 20 | 20 | 19 | Mostly meets (95%); IND cleared for Nav1.7, prion construct optimized, manufacturing steps progress |
| Platforms & Capabilities (AAV capsids, ZF regulation, MINT) | 15 | 15 | 18.75 | Partially exceeds (125%); STAC-BBB licenses (Genentech, Astellas) driving $70M non-dilutive funds |
| G&A & Cost Management | 10 | 10 | 12.5 | Partially exceeds (125%); ~50% non-GAAP opex reduction; retained critical staff; compliance sustained |
| Total Payout Rate | — | — | 92% | Company-level achievement used for all execs’ bonuses |
Vesting/payment mechanics:
- Cash incentive payout deferred until additional funding is raised (Board/Comp Committee decision) .
- 2024 retention RSUs vest 50% on the one-year anniversary of grant (Jan 22, 2024), remainder vest quarterly thereafter over the second year .
Equity Ownership & Alignment
| Ownership Detail (as of April 17, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 780,595 (<1%) |
| Options exercisable within 60 days | 364,965 shares |
| RSUs vesting within 60 days | 93,069 shares |
| Shares pledged as collateral | Prohibited by policy (no pledging/margin) |
Outstanding Equity Awards (as of Dec 31, 2024):
| Grant Type | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSUs MV ($) |
|---|---|---|---|---|---|---|---|
| Option | 02/24/2023 | 26,354 | 1,146 | 11.19 | 02/24/2031 | — | — |
| Option | 08/13/2021 | 12,500 | 2,500 | 10.05 | 08/12/2031 | — | — |
| Option | 02/25/2022 | 103,781 | 6,919 | 5.90 | 02/24/2032 | — | — |
| Option | 04/24/2020 | 69,000 | — | 8.32 | 04/23/2030 | — | — |
| RSU (Retention) | 01/22/2024 | — | — | — | — | 712,500 | $726,750 (at $1.02 close) |
| RSU | 02/24/2023 | — | — | — | — | 20,039 | $20,440 |
| RSU | 02/25/2022 | — | — | — | — | 3,844 | $3,921 |
Vesting schedules:
- 2024 Retention RSUs: 50% at one-year anniversary; remainder quarterly over year 2; acceleration on certain change-in-control events .
- 2023 RSUs: 25% at first anniversary, then eight equal quarterly installments thereafter .
- 2022 RSUs: three equal annual installments .
- Options: standard 25% at first anniversary; remainder monthly thereafter; accelerated in specified separations/change in control .
Employment Terms
| Provision | Non-Change-in-Control (involuntary termination) | Double-trigger (involuntary termination during Change-in-Control Period) |
|---|---|---|
| Cash severance | 12 months base salary; COBRA reimbursement for 12 months | 12 months base salary + cash equal to target bonus; COBRA reimbursement for 12 months |
| Equity acceleration | None (outside CIC period) | Accelerated vesting of all outstanding equity; options remain exercisable for 12 months |
| 280G handling | Cutback to avoid excise tax if it yields better after-tax outcome | Cutback language applies |
| Definitions | “Change in Control Period”: date of CoC through 12 months after | Same |
Notes:
- Based on 2024 pay levels, CIC double-trigger cash would equal 12 months of base salary ($457,800) plus target bonus ($183,120), in addition to equity acceleration and COBRA (subject to annual adjustments) .
Compensation Committee & Governance Policies
- Compensation Committee (independent directors) retained Aon; peer group included ADVM, BLUE, AGEN, EDIT, ALEC, FGEN, ALLO, FULC, ALXO, GRTS, ANAB, ARCT, NKTR, ATRA, NGM, AVIR, RGNX, AURA, SRRK .
- Clawback Policy adopted Nov 2023, compliant with Nasdaq/SEC rules; applies to executive officers and erroneous incentive compensation after restatements .
- Insider Trading Policy prohibits hedging, monetization, short-selling, derivative transactions, margin accounts, and pledging of company securities .
- Equity plan governance: minimum vesting (12 months, 5% carve-out), no option/SAR repricing without shareholder approval, dividend restrictions, fixed share reserve (no evergreen) .
Pay Versus Performance (Company-Level Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) ($) | 41.87 | 7.24 | 13.60 |
| Net Income (Loss) ($ Millions) | (192) | (258) | (98) |
Investment Implications
- Alignment and retention: 2024 Retention RSUs (712,500) with back-weighted vesting and a cash retention award (fully earned/paid) signal focused retention amid capital constraints; incentive payouts were deferred until additional funding—suggesting discipline and liquidity-aware governance .
- Near-term supply dynamics: Quarterly vesting of large RSU grants through 2026 could create episodic insider selling capacity; however, hedging/pledging prohibitions and trading policy constraints limit speculative activity and reduce collateralization risk .
- Change-in-control economics: Double-trigger acceleration and cash severance (12 months base + target bonus) provide retention through potential strategic events while avoiding tax gross-ups and imposing 280G cutbacks—mitigating shareholder-unfriendly payouts .
- Pay design shifts: No options granted to NEOs in 2024 and heavy use of RSUs reflect a shift toward lower-risk equity mix and retention objectives during financing transitions; clawback coverage and anti-repricing safeguards support governance quality .
No related-party transactions, hedging/pledging bans, and clawback enforcement reduce governance red flags; large ongoing RSU vesting cadence and deferred incentive payout timing are key to monitoring potential insider selling pressure and funding milestones **[1001233_0001628280-25-020773_sgmo-20250429.htm:82]** **[1001233_0001628280-25-020773_sgmo-20250429.htm:24]** **[1001233_0001628280-25-020773_sgmo-20250429.htm:73]** **[1001233_0001628280-25-020773_sgmo-20250429.htm:71]**.