Stewart Parker

About H. Stewart Parker

H. Stewart Parker, age 69, has served on Sangamo Therapeutics’ Board since June 2014 and as independent Chair of the Board since June 2017. She brings over 40 years in biotechnology, including founding Targeted Genetics (AAV gene therapy) and senior roles at Immunex; she holds a B.A. and an M.B.A. from the University of Washington. Independence is affirmed under Nasdaq rules; the Board operates with regular executive sessions of independent directors, and Ms. Parker’s leadership supports strong oversight separation from management .

Past Roles

External Roles

Board Governance

• Independent Chair of the Board (separate from CEO; 8 of 9 directors independent; regular executive sessions) .
• Committee leadership: Chair, Nominating & Corporate Governance Committee; members include Parker (Chair), Horn, Markels; 4 meetings in 2024 .
• Board activity: 24 Board meetings in 2024; each director attended ≥75% of Board and committee meetings; 8 of 9 directors attended the 2024 annual meeting .
• Risk oversight: Nominating & Corporate Governance monitors Board independence and conflicts; Audit oversees financial, IT/cyber; Compensation oversees compensation-related risk .

Fixed Compensation

Commentary: Ms. Parker’s cash fees exceed the base schedule due to combined Chair of the Board and committee leadership responsibilities and may reflect proration and committee participation, consistent with the fee schedule and waiver of excess-meeting fees .

Performance Compensation

Additional program parameters:

• Annual grant aggregate fair value cap: $225,000; initial grant cap: $350,000; share sizes increased in 2024 (subject to caps), with market data below 50th percentile per Aon; adopted via 2018 Plan amendments .
• Non-employee director grants are time-based; no performance metrics (TSR, revenue, etc.) disclosed for director equity compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• AAV gene therapy pioneer; deep biotech operations and commercialization experience (Targeted Genetics; Immunex) .
• Governance and industry leadership (BIO executive committee; multiple public boards) .
• Education: B.A. and M.B.A., University of Washington .
• Independent Chair skill set emphasizes agenda-setting, oversight of management, and objective evaluation .

Equity Ownership

• No pledging or hedging disclosures specific to directors; company does not allow hedging or pledging by employees, and maintains a Code of Conduct (directors covered) .
• Ownership guidelines for directors not disclosed; compliance status not disclosed.

Insider Trades

Note: For full transaction details and resulting holdings, see linked Form 4 filings.

Governance Assessment

• Strengths:

  • Independent Chair with extensive biotech leadership; strong separation of roles enhances oversight and accountability .
  • Active governance: chairs Nominating & Corporate Governance; robust meeting cadence and attendance (24 meetings in 2024; ≥75% for all directors) .
  • Transparent director compensation with fixed cash schedule and capped equity grants; use of independent consultant (Aon) and market benchmarking .
  • No related-party transactions disclosed; independence and conflict monitoring embedded in committee charters .

• Watchpoints:

  • Single-trigger acceleration for non-employee director equity upon change in control/hostile takeover could be viewed as less stringent than double-trigger, though common; monitor for any revisions if strategic alternatives occur .
  • Ownership level is modest (<1%); while typical for directors, alignment primarily via annual equity grants; no director-specific ownership guidelines disclosed .
  • Broader industry connections (multiple prior boards) warrant continued monitoring for interlocks if SGMO enters collaborations or transactions overlapping those networks; Audit Committee policy addresses review as needed .

• Engagement:

  • Board conducts regular executive sessions of independent directors; encourages annual meeting attendance; documented stockholder engagement focus aligns with investor expectations .

Appendix: Director Compensation Mix (2024)

References

• 2025 DEF 14A Proxy Statement (Sangamo Therapeutics) – multiple sections including Proposal No. 1, Committees, Leadership Structure, Director Compensation, Security Ownership, Related Party Transactions .
• SGMO Investor Relations – Form 4 filings for H. Stewart Parker .
• SEC Form 4 XML – H. Stewart Parker .
• Third-party Form 4 aggregator (historical) .