Brenda Cooperstone
About Brenda Cooperstone
Independent director of Senti Biosciences since October 2019; age 59 as of April 28, 2025. Former Senior Vice President at Pfizer and Chief Development Officer for Rare Disease in Global Product Development; M.D. from McGill with pediatric nephrology training at CHOP and research fellowship at University of Pennsylvania. Currently serves on the Board of Lexeo Therapeutics (NASDAQ: LXEO). Board determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | Senior Vice President; Chief Development Officer, Rare Disease (Global Product Development); Head of Development, Rare Disease | SVP May 2017–Dec 2022; CDO May 2016–Dec 2022; Head Nov 2015–May 2016 | Led rare disease development portfolio and programs at scale. |
| Wyeth Pharmaceuticals (acquired by Pfizer 2009) | Various leadership roles | 1999–2009 | Industry operating experience pre- and post-acquisition. |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lexeo Therapeutics (NASDAQ: LXEO) | Director | Aug 2023 | Current public company board service. |
Board Governance
- Director class/tenure: Class III; standing for re-election at 2025 annual meeting to a term through 2028. Director since 2019.
- Independence: Board determined she is independent under Nasdaq rules; independent directors hold scheduled executive sessions.
- Committee assignments (current): Compensation Committee Chair; member of Compensation Committee.
- Prior-year committee service (2024): Compensation Committee member and Chair alongside two other independent directors.
- Attendance: In 2024, each director attended ≥75% of Board and relevant committee meetings.
- Board leadership: No Chair or Lead Independent Director; CEO presides over Board meetings.
Fixed Compensation
Non-Employee Director Cash Retainers (policy-level)
| Component | Amount |
|---|---|
| Annual Board retainer | $35,000 |
| Additional retainer – Non-Executive Chair (if applicable) | $30,000 |
| Committee Chair – Audit | $15,000 |
| Committee Member – Audit | $7,500 |
| Committee Chair – Compensation | $15,000 |
| Committee Member – Compensation | $7,500 |
| Committee Chair – Nominating/Governance | $8,000 |
| Committee Member – Nominating/Governance | $4,000 |
Brenda Cooperstone – Reported Director Pay (actuals)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 50,000 | 50,000 |
| Option awards grant date fair value ($) | 44,219 | 14,849 |
| Total ($) | 94,219 | 64,849 |
Notes: Senti amended and restated the non-employee director compensation policy effective March 7, 2025 after consulting compensation consultants.
Performance Compensation
Director Equity Structure and Vesting
| Award Type | Share Amount | Vesting | Notes |
|---|---|---|---|
| Initial Award (pre-3/7/2025 policy) | 125,000 options | 36 equal monthly installments over 3 years | 10-year term, strike at grant close; CoC full acceleration under 2022 Plan. |
| Annual Award (pre-3/7/2025 policy) | 62,500 options | Vests in full by earlier of 1-year or next annual meeting | 10-year term, strike at grant close; CoC full acceleration. |
| Initial Award (effective 3/7/2025) | 43,900 options | 36 equal monthly installments over 3 years | 10-year term, strike at grant close; CoC full acceleration under A&R 2022 Plan. |
| Annual Award (effective after 3/7/2025) | 21,950 options | Vests in full by earlier of 1-year or next annual meeting | 10-year term, strike at grant close; CoC full acceleration. |
- No director performance metrics (e.g., TSR/ESG hurdles) disclosed for director equity; vesting is time-based per policy.
- Clawback: Board adopted a compensation recovery policy effective Oct 2, 2023.
Other Directorships & Interlocks
| Company | Type | Relationship/Interlock |
|---|---|---|
| Lexeo Therapeutics (NASDAQ: LXEO) | Public | Current director. |
- Compensation Committee interlocks: None disclosed; no Senti executives serving on other boards’ compensation committees with reciprocal relationships.
Expertise & Qualifications
- Deep biopharma development leadership, notably in rare disease at Pfizer; practicing-physician training with pediatric nephrology specialization.
- Medical degree (McGill); clinical and research training at CHOP and University of Pennsylvania.
- Board believes qualifications rooted in extensive pharma industry experience.
Equity Ownership
| Ownership Detail (as of dates noted) | Amount |
|---|---|
| Beneficial ownership (Apr 28, 2025) | Less than 1% of common stock; 21,545 shares issuable upon exercise of options exercisable within 60 days. |
| Options outstanding (Dec 31, 2024) | 28,143 options outstanding. |
- Hedging/pledging: Company policy prohibits hedging and pledging; as of proxy date, no executive officers or non-employee directors had engaged in hedging or pledging.
Governance Assessment
-
Strengths
- Independent director with extensive drug development expertise; chairs Compensation Committee, positioning her to influence pay-for-performance alignment.
- Attendance meets or exceeds minimum (≥75% in 2024) and independence affirmed by Board.
- Clawback policy in place; robust insider trading/hedging/pledging prohibitions.
-
Watch items
- Board has no Chair or Lead Independent Director; CEO chairs Board meetings, which can concentrate agenda control and may reduce independent oversight; continued monitoring of executive sessions advisable.
- Director ownership appears modest (<1% beneficial ownership), which may limit alignment; however, annual option grants provide some equity linkage.
- Related-party ecosystem around Senti (e.g., NEA-affiliated director; Celadon-managed transactions/PIPE) raises oversight demands; while no transactions involve Dr. Cooperstone, the Audit Committee’s role in review is critical.
-
Contextual governance risks (company-level)
- Emerging Growth Company status means no Say-on-Pay requirement yet, limiting shareholder feedback channels on compensation.
Related-Party and Conflict Review (Director-specific)
- No related-party transactions disclosed involving Dr. Cooperstone.
- Company policy requires Audit Committee review/approval of related party transactions; Audit Committee comprised solely of independent directors.
Director Compensation Structure Analysis
- Year-over-year: Ms. Cooperstone’s reported equity grant fair value declined from $44,219 (2023) to $14,849 (2024), while cash fees remained $50,000, indicating a lower equity component in 2024 reported awards.
- 2025 policy update reduced nominal option share counts (post reverse-split environment) and was adopted after consultation with compensation consultants—signals active governance refresh.
Signals for Investors
- Compensation leadership: As Compensation Committee Chair, Dr. Cooperstone is central to CEO and NEO pay design, bonus target calibration, and clawback administration—areas tightly linked to investor confidence in capital allocation and R&D milestone discipline.
- Network and expertise: Her rare disease development leadership at Pfizer and current LXEO directorship support bench strength for clinical strategy and partnerships.
- Oversight demands: With related-party capital transactions elsewhere on the board and no lead independent structure, her independence and engagement on compensation and governance matters are particularly important.