David Pauling
SUTRO BIOPHARMAAbout David Pauling
David Pauling serves as Chief Administrative Officer and General Counsel at Sutro Biopharma, and is the Company’s Compliance Officer responsible for administering pre-clearance and insider trading controls . He holds JD and MA degrees, and is part of the executive leadership team with signing authority on SEC filings . In 2024–2025, Sutro’s pay-versus-performance disclosures show a challenging operating backdrop (negative net income and depressed TSR), which frames incentive alignment across senior management .
Company Performance During Pauling’s Tenure Window
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial $100 investment based on TSR ($) | $37 | $20 | $12 |
| Net Income ($USD Millions) | $(119) | $(107) | $(227) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sutro Biopharma | Compliance Officer; later Chief Administrative Officer & General Counsel | 2025–present | Oversees insider trading policy and pre-clearance; corporate secretary functions; SEC filing signatory |
External Roles
- No external board or public-company roles disclosed in the 2023–2025 company filings reviewed .
Fixed Compensation
- Not disclosed for Pauling; he is not a named executive officer in the 2025 proxy’s NEO set, so individual salary/bonus details are omitted .
Performance Compensation
- Sutro’s executive incentive framework emphasizes pay-for-performance, with annual cash incentives tied to weighted corporate goals and multi-year equity awards (stock options vesting monthly over 4 years; RSUs vesting annually over 4 years) .
- 2024 corporate goals, weightings, and achievement (used for NEO bonus determinations) are summarized below; while individual payouts were shown for NEOs, the framework evidences how executives are measured company-wide .
| Category | Target Weighting | 2024 Achievement | Notes |
|---|---|---|---|
| Luvelta Development & Partnering | 40% | Partial | Registrational studies advanced; partnering goal not achieved |
| Proprietary Pipeline Progression | 20% | Full | STRO-004 nominated; on track for 2025 clinic |
| Partnered Program Progression | 5% | Full | Milestones achieved under confidentiality |
| New Dealmaking | 20% | Partial | STRO-003 out-licensed to Ipsen; no new research collaboration |
| Manufacturing Next Stage | 5% | Full | Tech transfer completed; 4000L scale manufacturing achieved |
| Financial Performance | 5% | Not Achieved | Did not meet year-end cash runway target |
| Execution/Culture/Talent/Team | 5% | Full | Low turnover; compliance maturity; external recognition |
| Overall Corporate Goal Achievement | — | 65% | Basis for NEO bonus outcomes |
Equity Ownership & Alignment
| Data Point | Value | Source |
|---|---|---|
| Common shares beneficially owned | 56,733 | Form 3 amendment dated 09/12/2025 (event 04/04/2025) |
| Shares outstanding (reference date for % calc) | 84,331,145 (03/31/2025) | Proxy security ownership table |
| Ownership as % of shares outstanding | ~0.067% (56,733 / 84,331,145) | Computed from |
| Hedging/pledging policy | Hedging and pledging prohibited for employees and directors | Proxy governance disclosures |
| Pre-clearance & blackout controls | Trades by Section 16 insiders require Compliance Officer approval (Compliance Officer: David Pauling) | Insider Trading Policy (Exhibit 19.1 to 10-K) |
| Clawback policy | Dodd-Frank compliant compensation recovery policy adopted Nov 12, 2023 | Proxy disclosure |
Additional signals: Pauling is named as proxy alongside the CEO for the 2025 Annual Meeting, reflecting central governance duties .
Employment Terms
Sutro’s Executive Severance and Change-in-Control Plan (effective March 17, 2021) applies to executives at VP and above, including “chief executives” beyond the CEO; as CAO & GC, Pauling would be within the “other chief executives” tier .
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Vesting |
|---|---|---|---|---|
| Termination without cause / resignation for good reason (no CIC) | 15 months base salary (other chief executives) | Pro rata, based on actual achievement, paid at normal timing | Up to 15 months | Time-based awards vest if scheduled within 15 months; performance awards per award terms |
| CIC + qualifying termination (double trigger) | 15 months base salary (lump sum) | Pro rata target bonus (lump sum) | Up to 15 months | Full acceleration of all options and RSUs; performance awards per award terms |
| Tax gross-ups | None (no excise tax gross-ups) | — | — | — |
| Plan term | 3-year term; auto-renewals; amendments cannot reduce benefits being paid | — | — | — |
| Clawback | Company-wide policy enabling recovery for restatements | — | — | — |
Compensation Governance Context
- 2024 Say-on-Pay support: 98.8% approval rate (advisory) .
- 2025 Say-on-Pay vote results (raw tallies): For 42,988,166; Against 12,355,370; Abstain 174,187; Broker non-votes 12,503,128 .
- Peer group used for benchmarking in 2024 includes 19 oncology/biotech names (e.g., ImmunoGen, MacroGenics, Nurix, Zymeworks) .
Risk Indicators & Red Flags
- Corporate restructuring: Portfolio reprioritization, ~50% workforce reduction, exit of internal GMP facility; luvelta development deprioritized while seeking out-licensing .
- Nasdaq minimum bid price deficiency notice; Board authorized reverse split range (1-for-5 to 1-for-25), and shareholders approved the reverse split proposal in June 2025 .
- Governance mitigants: Anti-hedging/pledging policy, pre-clearance administered by Compliance Officer (Pauling), and clawback framework .
Investment Implications
- Alignment strengths: Strong governance architecture (pre-clearance, blackout, hedging/pledging bans, clawback) directly overseen by Pauling as Compliance Officer—reduces misalignment and opportunistic trading risk .
- Retention risk: Company-wide restructuring, portfolio pivot, and listing-compliance pressures elevate executive turnover risk; the double-trigger CIC severance terms (15 months base + bonus multipliers and full equity acceleration) can stabilize leadership but also increase potential change-of-control costs .
- Skin-in-the-game: Pauling’s reported beneficial ownership (~0.067% of outstanding shares) is modest, suggesting limited direct equity exposure; however, insider trading constraints and governance roles limit the likelihood of adverse selling signals from his activity .
- Incentive framework: Company-wide bonus metrics prioritize pipeline progress and BD outcomes; given 2024 underperformance in financial goals and partnering, expect greater emphasis on cash preservation and next-gen ADC milestones, which could shift payout curves for 2025+ .