Michael Dybbs
SUTRO BIOPHARMAAbout Michael Dybbs
Michael Dybbs, Ph.D., age 50, has served as an independent director of Sutro Biopharma since July 2018. He is a partner at Samsara BioCapital (since March 2017) and previously was a partner at New Leaf Venture Partners (2009–2016) and a principal at Boston Consulting Group. He holds an A.B. in biochemical sciences from Harvard College and a Ph.D. in molecular biology from UC Berkeley (Howard Hughes Medical Institute fellow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Leaf Venture Partners | Partner | May 2009–September 2016 | Growth-stage life sciences investing; clinical data messaging expertise valued by STRO Board |
| Boston Consulting Group | Principal | Prior to 2009 (before NLV) | Strategy advisory experience |
| Versartis, Inc. | Director | Prior board service (dates not specified) | — |
| Dimension Therapeutics, Inc. | Director | Prior board service (dates not specified) | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsara BioCapital | Partner | March 2017–present | Life sciences investment leadership |
| Nkarta Therapeutics (NKTX) | Director | Since August 2019 | Chair, Compensation Committee (NKTX) |
| Private companies | Director | Ongoing (several) | — |
Board Governance
- Committee assignments: Member, Science and Technology Committee; the committee is chaired by Jon Wigginton and includes Heidi Hunter and James Panek .
- Independence: The Board determined Michael Dybbs is an independent director under Nasdaq and SEC rules .
- Attendance: In 2024, the Board met 7 times; none of the directors attended fewer than 75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting (virtual) .
- 2025 election outcome (signal of investor sentiment): Votes for Dybbs 31,145,398; votes withheld 24,372,325; broker non-votes 12,503,128 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Paid quarterly, pro-rated for partial quarters |
| Board Chair additional retainer | $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 | Adjusted in 2024; next review planned in 2026 |
| Committee member fees | Audit $10,000; Compensation $8,500 (up from $7,000 in 2023); Nominating & Governance $5,000; Science & Technology $5,000 | — |
| Reimbursement | Reasonable expenses (e.g., travel) reimbursed | — |
| 2024 Actual (Dybbs) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $45,000 |
| Option Awards (grant-date fair value) | $98,350 |
| Total | $143,350 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Option (right to buy) | 06/06/2025 | 50,000 | $0.85 | 8.33% monthly starting 07/06/2025; 100% by the earlier of the 2026 annual meeting date or 06/06/2026, subject to service | 06/06/2035 |
Program structure signals: Non-employee directors receive annual option grants of 35,000 shares (up from 25,000 in 2023), vesting monthly until the next annual meeting or one-year anniversary, plus initial grants for new directors with three-year monthly vesting .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Nkarta Therapeutics (NKTX) | Director; Chair of NKTX Compensation Committee | No STRO-related transactions disclosed; standard multi-board service in biotech |
| Versartis; Dimension Therapeutics | Prior director roles | Historical roles; no current STRO conflicts disclosed |
| Samsara BioCapital | Partner | Related-party policy in place; no related-party transactions >$120,000 since 2023 |
Expertise & Qualifications
- Financial and strategic expertise with deep life sciences investing and advisory experience; valued for evaluation and development of messaging strategies for clinical data .
- Academic credentials: AB Harvard; PhD UC Berkeley; HHMI fellowship .
- Sector knowledge: Life sciences across company sizes; contributes to scientific oversight via Science & Technology Committee .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of 03/31/2025) | 143,726 shares (options exercisable within 60 days) | No common stock directly owned |
| Percent of shares outstanding | <1% (“*”) | Based on 84,331,145 shares outstanding |
| Outstanding equity awards (12/31/2024) | 146,643 options | Aggregate outstanding options (mix of vested/unvested not itemized) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Related-party transactions | None >$120,000 since 2023 | Audit Committee reviews any proposed related-person deals |
Insider Trades (Section 16)
| Date | Form | Transaction | Security | Shares | Price | Notes |
|---|---|---|---|---|---|---|
| 06/06/2025 (filed 06/10/2025) | Form 4 | A (grant) | Stock Option (right to buy) | 50,000 | $0.85 | Vests monthly; fully vested by 2026 annual meeting or 06/06/2026; expires 06/06/2035 |
Governance Assessment
- Board effectiveness: Active member of Science & Technology Committee; independent status affirmed; no attendance shortfalls in 2024; full annual meeting participation .
- Ownership alignment: Holds only options with near-term exercisability; no direct common stock and no pledging/hedging—alignment is primarily through option upside, not share ownership .
- Director compensation mix: Cash retainer plus option awards; program increased annual option grant size to 35,000 in 2024, modest cash fees for S&T committee membership; no RSUs disclosed for directors .
- Signals from shareholder voting: Higher withheld votes for Dybbs versus the other Class I nominees (24.37M withheld vs. ~24.02–24.03M), which may warrant investor monitoring of engagement and perceived value-add; he was re-elected with 31.15M for .
- Conflicts/related-party exposure: Partner at Samsara BioCapital and director at NKTX; STRO reports no related-party transactions since 2023 and maintains robust related-person approval policies. Anti-hedging/pledging and clawback frameworks further strengthen governance .
- Compensation governance: Independent Compensation Committee uses FW Cook as an independent consultant; no consultant conflicts identified .
- Say-on-pay context for STRO (broader governance sentiment): 2025 advisory vote passed (For 42,988,166; Against 12,355,370; Abstain 174,187; Broker non-votes 12,503,128) .
RED FLAGS: None observed in company disclosures regarding related-party transactions, hedging/pledging, or attendance. Monitor shareholder sentiment given relatively higher withhold votes versus peer nominees in 2025 .