James Panek
SUTRO BIOPHARMAAbout James Panek
James Panek (age 72 as of March 31, 2025) has served on Sutro Biopharma’s Board since January 2020; he is currently an independent director and Chair of the Nominating and Governance Committee, and also serves on the Science and Technology Committee. He is a career biopharma operations executive with 30+ years of leadership experience, including senior roles at Genentech (SVP Product Operations; VP Manufacturing, Engineering & Facilities), VaxGen (President/CEO/Principal Financial Officer), DiaDexus (interim President/CEO/PFO), and Celltrion (Co-CEO and Chair), and holds B.S. and M.S. degrees in Chemical Engineering from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | SVP Product Operations; VP Manufacturing, Engineering & Facilities | 1982–2001 | Led development of large-scale commercial manufacturing; responsible for supply of preclinical, clinical, and commercial products |
| VaxGen, Inc. | President, CEO & Principal Financial Officer | 2007–2010 | Executive leadership; VaxGen later became subsidiary of DiaDexus |
| VaxGen, Inc. | Senior and Executive Vice President | 2002–2006 | Manufacturing and process development leadership |
| DiaDexus, Inc. | Interim President, CEO & Principal Financial Officer | 2010–2011 | Interim executive leadership |
| Celltrion Inc. (VaxGen JV) | Co-Chief Executive Officer & Chairman of the Board | 2002–2006 | Led development and FDA licensure of first large-scale biopharma manufacturing facility in Asia |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CHO Plus (private) | Acting COO and Director | Current | Operational oversight; private biotech governance |
Board Governance
- Independence: The Board determined Panek is independent under SEC and Nasdaq rules .
- Committee assignments: Chair, Nominating & Governance; Member, Science & Technology (not on Audit or Compensation) .
- Attendance: In 2024, Board held 7 meetings; Audit 4; Compensation 6; Science & Technology 5; Nominating & Governance 4. No director attended fewer than 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging: Insider Trading Policy prohibits hedging transactions for directors; compliance overseen by General Counsel .
- Compensation committee interlocks: None involving Sutro executives in 2024/2023 .
| Meeting Body | 2024 Meetings Held |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 4 |
| Compensation Committee | 6 |
| Science & Technology Committee | 5 |
| Nominating & Governance Committee | 4 |
Fixed Compensation
- Director Compensation Program (cash): Annual cash retainer $40,000; Board Chair +$35,000; Committee Chair fees—Audit $20,000; Compensation $17,000 (up from $14,000 in 2023); Nominating & Governance $10,000; Science & Technology $10,000. Committee member fees—Audit $10,000; Compensation $8,500 (up from $7,000 in 2023); Nominating & Governance $5,000; Science & Technology $5,000 .
| Item | 2023 | 2025 Program |
|---|---|---|
| Annual director cash retainer | $40,000 | $40,000 |
| Board Chair fee | $35,000 | $35,000 |
| Audit Chair / Member | $20,000 / $10,000 | $20,000 / $10,000 |
| Compensation Chair / Member | $14,000 / $7,000 | $17,000 / $8,500 |
| Nominating & Governance Chair / Member | $10,000 / $5,000 | $10,000 / $5,000 |
| Science & Technology Chair / Member | $10,000 / $5,000 | $10,000 / $5,000 |
- Panek’s reported cash fees: $50,000 (2023); $51,984 (2024) .
| Year | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| 2023 | $50,000 | DEF 14A (2024) |
| 2024 | $51,984 | DEF 14A (2025) |
Performance Compensation
- Equity compensation structure: Non-employee directors receive annual stock option grants; 35,000 shares at each annual meeting (up from 25,000 in 2023), vesting monthly until the earlier of the next annual meeting or one-year anniversary of grant. New directors receive initial 35,000 share option vesting monthly over 3 years plus pro-rated annual grant .
- Panek’s option awards (grant-date fair value): $88,105 (2023); $98,350 (2024) .
- Outstanding options held as of year-end: 98,000 (12/31/2023); 133,000 (12/31/2024) .
| Year | Option Awards ($) | Outstanding Options (as of YE) |
|---|---|---|
| 2023 | $88,105 | 98,000 |
| 2024 | $98,350 | 133,000 |
Vesting: Annual director options vest monthly to next annual meeting/one-year anniversary; initial options for new directors vest monthly over three years .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Notes |
|---|---|---|---|---|
| CHO Plus | Private | Acting COO & Director | Current | Private biotech governance |
| DiaDexus, Inc. | Public (historical) | Director; Interim President/CEO/PFO | 2010–2011 (interim exec); prior board service | Historical public board role |
| VaxGen, Inc. | Public (historical) | Director; President/CEO/PFO | 2007–2010 (exec); prior board service | Historical public board role |
| Celltrion Inc. | Public (Korea) | Co-CEO & Chairman; prior board service | 2002–2006 (exec); prior board service | JV era leadership; board service |
- Compensation Committee interlocks: None involving Sutro executives for 2024/2023 .
Expertise & Qualifications
- Education: B.S. and M.S. in Chemical Engineering, University of Michigan .
- Technical/industry expertise: Deep manufacturing/process development, large-scale facility qualification and operation, supply chain management; FDA licensure of major Asian biomanufacturing facility at Celltrion .
- Governance strengths: Current chairing of Nominating & Governance; prior membership on Science & Technology aligns with Sutro’s R&D platform oversight .
Equity Ownership
- Beneficial ownership (SEC definition; includes options exercisable within 60 days): 95,916 shares as of March 31, 2024; 130,083 shares as of March 31, 2025; each less than 1% of outstanding .
- Hedging: Prohibited under Company policy .
- Pledging: No pledging disclosure identified in proxies (not stated) .
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 95,916 | 130,083 |
| Ownership % of outstanding | <1% | <1% |
| Options outstanding (as of prior year-end) | 98,000 (12/31/2023) | 133,000 (12/31/2024) |
Governance Assessment
- Independence & role: Panek is an independent director and chairs Nominating & Governance, signaling board-led oversight of director selection, board performance evaluation, and CEO succession .
- Attendance & engagement: 2024 attendance met Company’s threshold (no director <75% across Board/committee service) and full annual meeting attendance—supports engagement .
- Compensation alignment: Director equity is entirely stock options (no RSUs/PSUs disclosed), vesting monthly—aligns to shareholder outcomes; Panek’s total director comp was $138,105 (2023) and $150,334 (2024), with cash modest relative to equity .
- Ownership: Beneficial ownership remains <1%, though options outstanding increased year-over-year; anti-hedging policy mitigates misalignment risk; no pledging disclosed .
- Conflicts/related-party: Company reports no related-party transactions involving directors/officers since 2023 above the SEC threshold—no conflict flags identified for Panek .
- Shareholder sentiment context: 2025 say-on-pay support (advisory) passed; governance items (auditor ratification, reverse split authorization) received high support—general governance stability, though not director-specific .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees (role-specific) | Total Cash ($) |
|---|---|---|---|
| 2023 | $40,000 program basis | N&G Chair $10,000; S&T Member $5,000 (program) | Reported $50,000 for Panek |
| 2024 | $40,000 program basis | N&G Chair $10,000; S&T Member $5,000 (program) | Reported $51,984 for Panek |
Performance Compensation
| Year | Annual Option Grant Size | Vesting | Option Awards ($) |
|---|---|---|---|
| 2023 | 25,000 shares (annual grant policy) | Monthly until next annual meeting/1-year anniversary | $88,105 |
| 2024 | 35,000 shares (annual grant policy, increased) | Monthly until next annual meeting/1-year anniversary | $98,350 |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| CHO Plus | Acting COO & Director | Private | Current service |
| DiaDexus, Inc. | Director; Interim President/CEO/PFO | Public (historical) | Prior public board/executive role |
| VaxGen, Inc. | Director; President/CEO/PFO | Public (historical) | Prior public board/executive role |
| Celltrion Inc. | Co-CEO & Chairman; Director | Public (Korea) | JV era leadership and board service |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | B.S., M.S. Chemical Engineering, University of Michigan |
| Technical expertise | Large-scale biomanufacturing, process development, supply chain, FDA licensure |
| Board qualifications | Governance leadership (N&G Chair), R&D platform oversight (S&T member) |
Equity Ownership
| Date | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2024 | 95,916 | <1% | SEC definition includes options exercisable within 60 days |
| Mar 31, 2025 | 130,083 | <1% | SEC definition includes options exercisable within 60 days |
Outstanding options: 98,000 (12/31/2023); 133,000 (12/31/2024) .
Hedging prohibited under Insider Trading Policy; pledging not disclosed .
Governance Assessment
- Strengths: Independent status; chairing Nominating & Governance; strong attendance; option-heavy director equity with short vesting cadence; robust anti-hedging policy; no related-party transactions .
- Watch items: Ownership remains <1%—alignment is primarily via options rather than material shareholdings; no explicit director stock ownership guidelines disclosed in the proxies reviewed .
- Overall: Panek’s manufacturing and operations pedigree is additive to Sutro’s platform and clinical manufacturing oversight, and his governance chair role is a positive for board effectiveness. Absence of conflicts and solid meeting participation support investor confidence .