Edward Mathers
About Edward Mathers
Edward Mathers (age 65) is an independent Class I director of Senti Biosciences, serving since 2016; his current term runs through the 2026 annual meeting. He is a Partner at New Enterprise Associates (NEA) since 2008 and previously served as EVP, Corporate Development and Venture at MedImmune (led MedImmune Ventures) from 2002–2008. He holds a B.S. in Chemistry from North Carolina State University. Board independence has been affirmed by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedImmune, Inc. | EVP, Corporate Development & Venture; head of MedImmune Ventures | 2002–2008 | Corporate development, venture investing leadership |
| New Enterprise Associates (NEA) | Partner | 2008–present | Life sciences venture investing; numerous board roles at portfolio companies |
External Roles
| Company | Role | Public? | Tenure (as disclosed) | Notes |
|---|---|---|---|---|
| Inozyme Pharma (INZY) | Director | Yes | Since Jan 2017 | Current directorship |
| MX Biosciences (MBX) | Director | Yes | Since Jul 2020 | Current directorship |
| OnKure Therapeutics (OKUR) (formerly Reneo) | Director | Yes | Since Dec 2017 | Current directorship |
| Rhythm Pharmaceuticals (RYTM) | Director | Yes | Since Mar 2010 | Current directorship |
| Synlogic (SYBX) | Director | Yes | Since Oct 2012 | Current directorship |
| Trevi Therapeutics (TRVI) | Director | Yes | Since Jul 2017 | Current directorship |
| Akouos (AKUS) | Director | Yes (acquired by LLY in 2022) | Oct 2017–Dec 2022 | Prior public board |
| Mirum Pharmaceuticals (MIRM) | Director | Yes | Nov 2018–Sep 2022 | Prior public board |
| Lumos Pharma (LUMO) | Director | Yes | Jan 2014–Mar 2020 | Prior public board |
| Liquidia (LQDA) | Director | Yes | Apr 2009–May 2019 | Prior public board |
| Ra Pharmaceuticals (RARX) | Director | Yes (acquired by UCB) | Feb 2010–Apr 2020 | Prior public board |
| ObsEva (OBSV) | Director | Yes | Nov 2015–Jun 2023 | Prior public board |
Board Governance
- Committee assignments (2025): Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair. Independent under Nasdaq standards.
- Board/committee activity (2024): Board met 9x; Audit 4x; Compensation 5x; Nominating & Corporate Governance 1x. Each director attended ≥75% of applicable meetings.
- Board leadership: No chair or lead independent director; the CEO presides over Board meetings. Independent directors hold regular executive sessions.
Fixed Compensation
| Component | Senti Policy (through Mar 6, 2025) | Senti Policy (effective Mar 7, 2025) | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $35,000 | $35,000 | Paid quarterly, no meeting fees |
| Committee chair retainers | Audit $15,000; Comp $15,000; N&CG $8,000 | Same | |
| Committee member retainers | Audit $7,500; Comp $7,500; N&CG $4,000 | Same | |
| Meeting fees | None | None | Explicitly not paid |
| Director (2024) | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Edward Mathers | 56,681 | 14,849 | 71,530 |
Performance Compensation
| Equity Element | Quantum | Vesting | Exercise/Other Terms |
|---|---|---|---|
| Initial option award (policy to Mar 6, 2025) | 125,000 options | 36 equal monthly installments over 3 years | 10-year term; strike = grant-date close; CoC full acceleration |
| Annual option award (policy to Mar 6, 2025) | 62,500 options per annual meeting | Vests in full by next annual meeting or 1-year anniversary | 10-year term; strike = grant-date close; CoC full acceleration |
| Initial option award (policy effective Mar 7, 2025) | 43,900 options | 36 equal monthly installments over 3 years | 10-year term; strike = grant-date close; CoC full acceleration |
| Annual option award (policy effective Mar 7, 2025) | 21,950 options per annual meeting | Vests in full by next annual meeting or 1-year anniversary | 10-year term; strike = grant-date close; CoC full acceleration |
- Performance metrics: No performance-conditioned director awards disclosed (no RSU/PSU performance metrics for directors; options are time-based).
- Clawback: Company adopted a compensation recovery policy effective Oct 2, 2023 (applies to incentive-based compensation of current/former executive officers upon certain restatements).
Other Directorships & Interlocks
- Large shareholder affiliation: NEA 15 beneficially owned ~14.48% as of Apr 28, 2025; Mr. Mathers is a Partner at NEA (but has no voting or investment power over NEA 15’s shares per disclosure).
- Related-party PIPE participation: NEA 15 purchased 3,333 shares of Series A Preferred ($7,499,250) and received warrants for 4,999,500 common shares in Dec 2024 PIPE.
Expertise & Qualifications
- Venture capital and board governance expertise from long-tenured partnership at NEA and service on multiple public biopharma boards.
- Prior operating experience leading corporate development and venture investing at MedImmune.
- STEM foundation (B.S., Chemistry).
Equity Ownership
| Holder | Beneficial Ownership (Common) | % Outstanding | Notes |
|---|---|---|---|
| Edward Mathers | 18,402 shares (issuable upon exercise of options exercisable within 60 days) | <1% | As of Apr 28, 2025 |
| Options Detail | Amount |
|---|---|
| Options outstanding at 12/31/2024 | 25,000 options |
| Options exercisable within 60 days of 4/28/2025 (included above) | 18,402 options |
- Hedging/pledging: Prohibited under the Company’s insider trading policy; as of the proxy, no directors had engaged in hedging or pledging.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
-
Positives
- Independence confirmed; chairs the Nominating & Corporate Governance Committee and serves on Audit and Compensation, signaling deep governance involvement.
- Strong attendance record (≥75%) alongside an active Board/committee cadence in 2024.
- Robust related-party oversight framework (Audit Committee charter responsibilities; formal related-person transaction policy).
- Director compensation structure emphasizes equity via options with standard time-based vesting; no meeting fees; cash retainers aligned with small-cap norms.
-
Watch items / RED FLAGS
- Related-party optics: NEA 15 is a large shareholder and participated in the 2024 PIPE; Mr. Mathers is an NEA Partner (though without voting or investment power over NEA 15’s holdings). Continued vigilance on recusals and Audit Committee oversight is warranted.
- Board leadership: No independent chair or lead independent director; CEO presides over Board meetings, which may dilute independent oversight tone-at-the-top despite executive sessions.
- Multi-board commitments: Concurrent service on several public company boards can raise capacity/performance risk, depending on time demands.
- Ownership alignment: Personal beneficial ownership is de minimis (<1%); no director ownership guidelines disclosed.
-
Compensation structure signals
- Director policy was amended in March 2025 after consulting compensation consultants; equity grant sizing reset (initial and annual awards), maintaining options/time-based vesting and CoC acceleration—suggesting alignment with retention and market calibration rather than performance testing for directors.
Appendices
Committee Composition (current as disclosed)
- Audit: Frances Schulz (Chair), Edward Mathers, Feng Hsiung. Schulz designated “financial expert.”
- Compensation: Brenda Cooperstone (Chair), Edward Mathers.
- Nominating & Corporate Governance: Edward Mathers (Chair), Jim Collins.
Director Compensation (2024) — Additional Detail
| Director | Options Outstanding at 12/31/2024 (shares) |
|---|---|
| Edward Mathers | 25,000 |
Notes: Amounts may reflect retroactive adjustment for the 1-for-10 reverse stock split effected July 17, 2024 where indicated in the proxy footnotes.