Garry E. Menzel, Ph.D., MBA
About Garry E. Menzel, Ph.D., MBA
Independent director at Stoke Therapeutics since August 2020; age 59 as of the 2024 proxy; tenure ~5 years. Former CEO of TCR2 Therapeutics and CFO of DaVita, with prior COO and investment banking leadership roles; academically trained scientist with finance and operating expertise. Education: Ph.D. in Biochemistry and Molecular Biology (University of Cambridge), MBA (Stanford), B.S. in Biochemistry (Imperial College). The Board has affirmed his independence under Nasdaq and SEC rules in 2024 and 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCR2 Therapeutics (Nasdaq: TCRR) | President & CEO | 2016 – Jun 2023 | Led clinical-stage oncology company; merged with Adaptimmune in Jun 2023 |
| DaVita Healthcare Partners (NYSE: DVA) | Chief Financial Officer | 2013 – 2015 | Oversaw finance at major healthcare operator |
| Regulus Therapeutics (Nasdaq: RGLS) | Chief Operating Officer | Prior to 2013 | MicroRNA therapy company operations |
| Goldman Sachs; Credit Suisse | Biotechnology investment banking leadership | Early career | Advised on >$100B strategic transactions |
| Bain & Company | Consultant | Early career | Strategy consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adaptimmune Therapeutics plc (Nasdaq: ADAP) | Director | Since Jun 2023 | Board member post TCR2 merger |
| Black Diamond Therapeutics, Inc. (Nasdaq: BDTX) | Director; Cofounder | Since 2014 | Board member at clinical-stage oncology company |
| RoslinCT | President | Since Sep 2024 | CDMO leadership role |
| GHO Capital Partners LLP | Operating Partner | Since Mar 2024 | Specialist healthcare advisor |
Board Governance
- Committee assignments: Audit Committee member (Chair: Jennifer C. Burstein) and Compensation Committee member (Chair: Julie Anne Smith) in 2025; Audit Committee member and Compensation Committee member in 2024.
- Independence: Determined independent director by the Board in 2024 and 2025.
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; in 2023, each director other than Seth Harrison attended ≥75%. Independent directors meet regularly in executive session.
- Nom/Gov Committee: Menzel is not a member; the committee comprised Krainer, Levin, and Julie Anne Smith (Levin as Chair) in 2024 and 2025.
Committee Membership Timeline
| Committee | Role | Period |
|---|---|---|
| Audit | Member | 2024–2025 |
| Compensation | Member | 2020–2025 (initial appointment included Comp Committee) |
| Nominating & Corporate Governance | Not a member | 2024–2025 |
Fixed Compensation
| Element | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $45,000 | $45,000 | $50,192 |
| Committee cash schedule (chair/member) | Audit: $15,000/$7,500; Comp: $10,000/$5,000; NCG: $8,000/$4,000 (program terms) | Annual cash retainer $40,000; Chair: Board $30,000; Audit $15,000; Comp $10,000; NCG $8,000; members: Audit $7,500; Comp $5,000; NCG $4,000 | Annual cash retainer $40,000; Chair: Board $30,000; Audit $15,000; Comp $10,000; NCG $10,000; members: Audit $7,500; Comp $5,000; NCG $5,000 |
- 2025 policy update: Board retainer $40,000; Non-exec Chair $35,000; Chair fees—Audit $20,000, Comp $15,000, NCG $10,000; Member fees—Audit $10,000, Comp $7,500, NCG $5,000. Directors may elect to receive the Board retainer as RSUs vesting quarterly. Target director pay capped at the 65th percentile of peers.
Performance Compensation
| Equity Awards (Menzel) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards – Grant Date Fair Value ($) | $169,140 | $154,334 | $85,946 |
| Vesting Schedule | Annual grant vests fully at 1-year or next AGM (time-based) | Annual grant vests fully at 1-year or next AGM (time-based) | Annual grant vests fully at 1-year or next AGM (time-based) |
| Director Equity Program Parameters | 2024 Program | 2025 Program |
|---|---|---|
| Annual Equity Grant (continuing directors) | ~$86,000 fair value, options, 1-year vest | ~$224,000 fair value, options, 1-year vest |
| New Director Initial Grant | ~$172,000 fair value, options, 12 quarterly vest over 3 years | ~$448,000 fair value, options, 12 quarterly vest over 3 years |
- Compensation consultant: Aon Human Capital Solutions engaged by the Compensation Committee (working solely for the committee), with no conflicts determined for FY 2024 and prior cycles.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Adaptimmune Therapeutics plc (Nasdaq: ADAP) | Director since Jun 2023 | Oncology; no Stoke-related transaction disclosed |
| Black Diamond Therapeutics, Inc. (Nasdaq: BDTX) | Director since 2014 | Oncology; no Stoke-related transaction disclosed |
| RoslinCT | President since Sep 2024 | CDMO; no Stoke-related transaction disclosed |
| GHO Capital Partners LLP | Operating Partner since Mar 2024 | Private advisor; no Stoke-related transaction disclosed |
Expertise & Qualifications
- Financially literate Audit Committee member; Audit Committee chaired by a designated “financial expert.”
- Executive leadership across biotech and healthcare operations; investment banking advisory experience on >$100B of transactions.
- Scientific training (Ph.D. in Biochemistry/Molecular Biology) combined with MBA, aligning with Stoke’s R&D-centric profile.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Apr 11, 2022 | 31,346 | <1% |
| Mar 31, 2023 | 41,205 | <1% |
| Mar 31, 2024 | 62,205 | <1% |
| Mar 31, 2025 | 81,646 | <1% |
- Options held (as of 12/31): 62,205 (2022); 81,646 (2023). Anti-hedging and anti-pledging policy applies to directors (pledging only with Compliance Officer approval); clawback policy adopted in Sep 2023.
Governance Assessment
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Independence and committee roles: Menzel strengthens board effectiveness through dual service on Audit and Compensation Committees; independence affirmed in consecutive proxies.
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Attendance and engagement: Met ≥75% attendance thresholds; independent director executive sessions occur regularly, supporting robust oversight.
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Pay structure and alignment: Director compensation has shifted from higher option values in 2022–2023 to lower in 2024, with a 2025 recalibration to peer-informed levels; equity remains time-based options (no performance metrics), with RSU election only for cash retainer—sensible alignment without pay inflation above the 65th percentile.
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Ownership: Beneficial ownership is increasing but remains <1%, typical for independent directors; option holdings provide upside exposure. Anti-hedging/pledging policies and clawback strengthen alignment.
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Conflicts and related-party exposure: No related-party transactions involving Menzel disclosed at appointment; Board independence re-affirmations and consultant conflict checks reduce governance risk. RED FLAGS: None disclosed regarding pledging, option repricing, loans, or related-party transactions.
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Compensation Committee analysis: Committee composed solely of independent directors; employs independent consultant (Aon) with no identified conflicts; scope includes executive and director compensation, plan administration, and governance of compensation-related risks.