Connie Matsui

About Connie Matsui

Connie Matsui, 71, is an independent Class II director and the Chair of the Board at Sutro Biopharma (STRO), serving on the board since June 2019. She previously held senior leadership roles at Biogen Idec and IDEC Pharmaceuticals and holds a B.A. and M.B.A. from Stanford University . STRO’s board has formally determined that Ms. Matsui is independent under Nasdaq and SEC rules , and the company separates the CEO and Chair roles, with Ms. Matsui serving as independent Chair and Jane Chung as CEO .

Past Roles

External Roles

Board Governance

• Roles and committees: Independent Chair of the Board; member, Nominating & Governance Committee .
• Board structure: CEO and Chair roles are split (CEO: Jane Chung; Chair: Connie Matsui) to enhance accountability and independent oversight .
• Independence: Board determined 9 of 10 directors, including Ms. Matsui, are independent per Nasdaq/SEC standards .
• Meetings and attendance: 2024 meetings held — Board (7), Audit (4), Compensation (6), Science & Technology (5), Nominating & Governance (4); no director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual shareholder meeting .
• Executive sessions: Independent directors meet separately without management on a regular basis .
• Policies: Anti-hedging and anti-pledging policy applies to directors; Code of Business Conduct applies to directors; Clawback policy adopted in 2023 and administered by the Compensation Committee .

Fixed Compensation

Director fee schedule (effective 2024):

• Annual director cash retainer: $40,000; Board Chair additional: $35,000; Nominating & Governance Committee chair: $10,000; members: $5,000. Audit chair/member: $20,000/$10,000; Compensation chair/member: $17,000/$8,500; Science & Tech chair/member: $10,000/$5,000. Paid quarterly; pro-rated for partial service .

Performance Compensation

• Annual equity: Each continuing non-employee director receives an annual stock option grant for 35,000 shares at the annual meeting (up from 25,000 in 2023), vesting monthly until the earlier of the next annual meeting or the one-year anniversary .
• New director equity: Initial 35,000-share option (monthly vest over 3 years) plus pro-rated annual grant .
• Outstanding director equity, as of 12/31/2024: Ms. Matsui held 132,076 stock options outstanding (count of option awards) .
• Hedging/pledging prohibition and clawback: Company prohibits directors from hedging or pledging company stock and maintains a compensation recovery (clawback) policy .
• Performance metrics: Director compensation is not tied to specific financial/ESG metrics; options vest with service as described .

Other Directorships & Interlocks

• Related-party oversight: Audit Committee reviews and must approve any related-person transaction >$120,000; Company reports none from Jan 1, 2023 to present .

Expertise & Qualifications

• Industry and operating expertise: 18+ years in biotech general management; extensive experience in strategy, product development, commercialization, and operations .
• Notable program leadership: Collaboration Chair for rituximab (Rituxan/MabThera) with Roche/Genentech; Project Leader for Zevalin (first FDA-approved radioimmunotherapy) .
• Education: B.A., M.B.A. — Stanford University .
• Board qualifications: Independence; governance oversight via Nominating & Governance Committee membership; Chair experience .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Chair with clear separation from CEO enhances oversight; Ms. Matsui’s biotech leadership background aligns with STRO’s development focus .
  • Independence affirmed under Nasdaq/SEC rules; robust committee architecture with Ms. Matsui on Nominating & Governance (CEO succession, board evaluations) .
  • Strong engagement: no directors below 75% attendance; full attendance at 2024 annual meeting .
  • Shareholder alignment signals: Anti-hedging/pledging policy and clawback policy in place ; 2024 Say-on-Pay support was 98.8% .
  • No related-party transactions in 2023–present; independent comp consultant (FW Cook) engaged with no conflicts identified .

• Watch items / context

  • Multiple external public board roles (Halozyme, Artelo) require continuing monitoring of time commitments; STRO’s nominating process considers outside board loads in evaluating nominees .
  • Company-level listing risk: Board seeking shareholder approval for a potential reverse stock split to address Nasdaq minimum bid price compliance; as Chair, Ms. Matsui will oversee execution and communication around this step .

Overall, Ms. Matsui demonstrates strong governance credentials as an independent Chair with relevant industry and collaboration experience, active committee involvement, and no disclosed conflicts or related-party transactions. Her compensation is largely at-risk via stock options with anti-hedging/pledging safeguards, and board processes indicate solid independence and engagement .