Joseph Lobacki
SUTRO BIOPHARMAAbout Joseph M. Lobacki
Joseph M. Lobacki, 66, is an independent Class III director at Sutro Biopharma (STRO) serving since February 2017; he chairs the Compensation Committee and is a member of the Audit Committee, with the Board affirming his independence under Nasdaq rules. He brings extensive commercial leadership across biopharma and currently serves as an advisor at Artax and as an independent consultant; he holds a B.S. in Biology (Boston College) and a B.S. in Pharmacy (Massachusetts College of Pharmacy). In 2024, he met attendance expectations (≥75% of meetings) and attended the annual meeting, signaling engagement and board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artax | President & CEO; now Advisor | 2020–2024; Advisor since Jan 2024 | Led autoimmune/inflammatory disease strategy; continued advisory support |
| Crestovo | Chief Operating Officer | Nov 2016–Dec 2017 | Operational leadership in microbiome therapies |
| Medivation | Chief Commercial Officer | 2014–2016 | Commercial leadership in oncology |
| Idera Pharmaceuticals | General Manager, Oncology; Consultant | 2012–2014 | Medical affairs/commercial development |
| Verastem | EVP & Chief Commercial Officer | Not disclosed | Hematologic malignancy commercialization |
| Micromet | Senior VP & Chief Commercial Officer | Not disclosed | Commercial operations |
| Genzyme | SVP & GM, US Transplant & Oncology | Not disclosed | Portfolio P&L and market development |
| SangStat; Cell Pathways; Rhone-Poulenc Rorer; Lederle Laboratories | Various roles | Not disclosed | Broad biopharma operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Artax | Advisor | Since Jan 2024 | Advisory role after CEO tenure |
| Independent Consultant | Consultant to biotech companies | Since 2024 | Ongoing industry consulting |
| Celator Pharmaceuticals | Director (prior) | Not disclosed | Prior public company board service |
Board Governance
- Independence and committees: Independent director; Chair, Compensation Committee; Member, Audit Committee; Audit Committee members are financially literate, and the committee reviews related-person transactions .
- Attendance: Board met 7x in 2024; Compensation 6x; Audit 4x; none of the directors attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Compensation governance: FW Cook engaged by the Compensation Committee; firm attended committee sessions without management; committee determined no consultant conflicts of interest .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors and employees .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual (Lobacki) |
|---|---|---|
| Annual board retainer (cash) | $40,000 per non-employee director | Included in total cash |
| Committee chair fees (cash) | Audit $20,000; Compensation $17,000 (up from $14,000 in 2023); Nominating & Governance $10,000; Science & Technology $10,000 | Compensation Chair fee applicable |
| Committee member fees (cash) | Audit $10,000; Compensation $8,500 (up from $7,000 in 2023); Nominating & Governance $5,000; Science & Technology $5,000 | Audit Committee member fee applicable |
| Chair of Board (cash) | +$35,000 | Not applicable |
| Travel/expenses | Reimbursed reasonable expenses | Policy applies |
| 2024 cash earned (Lobacki) | Cash fees earned | $65,500 |
Performance Compensation
| Component | Policy/Design | 2024 Actual (Lobacki) |
|---|---|---|
| Annual option grant | 35,000 options at each AGM; vest monthly until next AGM/1-year anniversary | Grant program applies |
| Initial option grant (new directors) | 35,000 options; vest monthly over three years + pro-rated annual grant | Not applicable (tenured) |
| 2024 option award (grant-date fair value) | Option accounting value per ASC 718 | $98,350 |
| Vesting schedule | Monthly vesting (annual grants); options under equity plan | Monthly vesting per program |
| Outstanding options (12/31/24) | Total director option awards outstanding | 162,988 |
Note: Director compensation is not tied to performance metrics (e.g., TSR, EBITDA). No PSUs or performance-based equity for directors are disclosed; options are time-based vesting instruments .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Celator Pharmaceuticals | Prior Director | No compensation committee interlocks; company discloses none for 2024 |
Expertise & Qualifications
- Commercial and operating leadership across oncology and specialty biopharma (Medivation, Verastem, Micromet, Genzyme), supporting board oversight of commercial strategy and human capital .
- Financial literacy (Audit Committee membership) and compensation governance leadership (Compensation Chair) .
- Dual science and pharmacy education (Boston College; Massachusetts College of Pharmacy) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (3/31/25) | 160,071 options exercisable within 60 days; no common shares directly owned; less than 1% of outstanding shares |
| Director option holdings (12/31/24) | 162,988 options outstanding |
| Shares pledged | Prohibited by Insider Trading Policy; no pledging disclosed |
| Hedging | Prohibited by Insider Trading Policy |
Potential Conflicts and Related-Party Exposure
- Related-party transactions: Company reports none exceeding $120,000 involving directors since Jan 1, 2023; Audit Committee oversees and must pre-approve any such transactions per policy .
- Consulting/advisory roles: Current advisory and consulting activities are disclosed; no related-party transaction with Sutro is reported .
Signals from Compensation Structure and Shareholder Feedback
- Compensation structure: Mix of cash retainers and time-vested options; committee fees increased modestly in 2024 (Comp Chair to $17,000; Comp member to $8,500), reflecting market adjustments via FW Cook review .
- Say-on-Pay climate: 2024 NEO say-on-pay support at 98.8% indicates broad shareholder support for company pay practices and governance oversight by the Compensation Committee .
Governance Assessment
- Strengths: Independent status; leadership of Compensation Committee; Audit Committee membership and financial literacy; strong meeting attendance and annual meeting participation; prohibition on hedging/pledging; formal related-party review process; use of independent compensation consultant without conflicts .
- Alignment: Holds Sutro equity via options; beneficial ownership is <1% with no direct common shares, typical for small-cap biotech directors but offers moderate alignment through option upside .
- Red flags: None disclosed—no related-party transactions, no hedging/pledging, no compensation interlocks; note that director equity is time-based rather than performance-linked (common for board pay) .