Daniel Petree
SUTRO BIOPHARMAAbout Daniel H. Petree
Daniel H. Petree, 69, is an independent Class III director of Sutro Biopharma (STRO) who has served on the board since August 2009. He is a former biotech executive and corporate/securities lawyer with deep transaction and partnering expertise; he holds an A.B. from Stanford University and a J.D. from the University of Michigan Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Four Oaks Partners Consulting, LLC | Co‑founder; transaction advisory services to life science companies | 2012–2021 | Business development and strategic transactions focus |
| P2 Partners, LLC | Co‑founder (predecessor to Four Oaks) | 2000–2012 | Asset monetization and financing expertise |
| Axys Pharmaceuticals, Inc. | President & COO | Not disclosed | Operational leadership |
| Arris Pharmaceuticals, Inc. | EVP & CFO | Not disclosed | Financing and strategy |
| TSI Corporation | VP, Business Development | Not disclosed | Partnering/BD |
| Corporate/Securities Law Practice | Attorney | Not disclosed | Transaction structuring |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lpath, Inc. (public) | Director (prior) | Not disclosed | Prior public board |
| Biocept, Inc. (public) | Director (prior) | Not disclosed | Prior public board |
| Cypress Bioscience, Inc. (public) | Director (prior) | Not disclosed | Prior public board |
| Various private biotech companies | Director (prior) | Not disclosed | Prior private boards |
Board Governance
- Independence: The board affirmatively determined Petree is independent under Nasdaq and SEC rules .
- Committee assignments (current): Compensation Committee (member) and Nominating & Governance Committee (member) .
- Attendance and engagement: In 2024, the board met 7 times; none of the directors attended fewer than 75% of board and committee meetings on which they served .
- Years of service on this board: Director since August 2009 .
Fixed Compensation
Program structure for non‑employee directors (as of 2024 refresh):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $40,000 | Paid quarterly, prorated for partial quarters |
| Chair retainers | Board Chair $35,000; Audit Chair $20,000; Compensation Chair $17,000; N&G Chair $10,000; S&T Chair $10,000 | 2024 increases noted for Compensation Chair/member |
| Committee member fees | Audit $10,000; Compensation $8,500; N&G $5,000; S&T $5,000 | 2024 increases for Compensation member |
2024 actual director fees (Petree):
| Year | Cash Fees ($) | Source |
|---|---|---|
| 2024 | 52,750 | 2024 director compensation table |
Performance Compensation
Annual equity (non‑employee directors):
| Feature | Detail | Source |
|---|---|---|
| Annual option grant | 35,000 options granted at each annual meeting; vests monthly until next annual meeting or 1‑year anniversary | Program terms |
| New director initial grant | 35,000 options vesting monthly over 3 years + pro‑rated annual grant | Program terms |
2024 grants and reported values (Petree):
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Jun 6, 2024 | Stock Option | 35,000 | $3.76 | 8.33% monthly; 100% by earlier of 2025 annual meeting or Jun 6, 2025 | Jun 6, 2034 | 98,350 |
| Notes: Form 4 confirms the June 6, 2024 annual grant details (amount, strike, vesting, expiration) . The 2024 option fair value is from the director compensation table . |
Outstanding equity (director cohort) at 12/31/2024:
| Director | Outstanding Options (#) |
|---|---|
| Daniel Petree | 150,526 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported for 2024; no insiders served on an entity’s board with STRO executives .
- Related‑party transactions: None above the SEC threshold since Jan 1, 2023; Audit Committee oversees related‑party transaction approvals under a written policy .
Expertise & Qualifications
- Transaction and partnering specialist with extensive experience structuring and negotiating pharma deals and strategic financings; board values his asset monetization and growth strategy insight .
- Legal and executive finance background (former CFO and COO), supporting Compensation and Nominating & Governance committee work .
Equity Ownership
As of March 31, 2025:
| Holder | Component | Amount |
|---|---|---|
| Daniel H. Petree | Direct common shares | 3,856 |
| Common shares held by Petree Trust | 18,601 | |
| Options exercisable within 60 days | 147,609 | |
| Total beneficial ownership (SEC method) | 170,066 | |
| Ownership as % of outstanding | <1% (based on 84,331,145 shares) |
Policy controls on alignment and risk-taking:
- Anti‑hedging/margin/pledging: Policy prohibits hedging, purchasing on margin and pledging of company stock by directors and employees .
- Clawback policy: Compensation recovery policy adopted Nov 12, 2023 per SEC/Nasdaq rules .
Recent insider filing (illustrative):
- Jun 6, 2024: Annual non‑employee director stock option grant, 35,000 options at $3.76, vesting monthly to the 2025 annual meeting; Form 4 filed Jun 10, 2024 .
Governance Assessment
-
Strengths for investor confidence:
- Independent director with long transactional track record; serves on key governance committees (Compensation; Nominating & Governance) .
- No related‑party transactions disclosed in 2023–present; robust Audit Committee oversight policy .
- Strong engagement: no director fell below 75% attendance in 2024 .
- Risk‑mitigation policies include prohibitions on hedging/pledging and a clawback policy .
- Shareholder support signal: 2024 Say‑on‑Pay passed with 98.8% support (NEO pay) .
-
Watch items:
- Tenure since 2009 indicates deep institutional knowledge; investors sometimes monitor long tenure for independence perception despite formal independence status .
- Ownership is primarily via options with relatively modest direct-share holdings; alignment depends on option value tied to stock performance (see ownership breakdown and option-centric director pay) .