Stephen Stout

About Stephen Stout

Stephen Stout, Ph.D., 50, serves as General Counsel, Corporate Secretary, and Chief Ethics & Compliance Officer of Shattuck Labs, a role he has held since May 2023. He previously led the company’s IP function and served as IP Counsel; before joining Shattuck, he was Special Counsel at Baker Botts and a Partner at Vinson & Elkins focused on complex IP and technology litigation. He holds a J.D. (with honors) from the University of Texas School of Law, a Ph.D. from the University of Texas at Austin, an M.S. from Louisiana State University, and a B.S. from Texas A&M; he is admitted in Texas and before the U.S. Patent & Trademark Office . Company operating context during his tenure: Revenues were $1.657M in FY23 and $5.721M in FY24, while EBITDA remained negative (see table below; EBITDA values marked with asterisk are from S&P Global) .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Stephen Stout (not a named executive officer in 2023–2024 proxy disclosures). The company’s “NEO” tables cover CEO, CFO, and CMO only .

Performance Compensation

• Not disclosed for Stephen Stout individually. Company-wide, the Compensation Committee set corporate goals each year and paid NEO bonuses at 60% of target for 2024; specific metrics included clinical progress (SL-172154), R&D milestones, manufacturing improvements, and business development objectives. This framework is informative for management-wide incentives but does not specify Stout’s targets, weighting or payouts .

Equity Ownership & Alignment

• Individual beneficial ownership for Stephen Stout is not separately itemized in the 2024–2025 proxy “Security Ownership” table (which lists directors and NEOs individually; other executive officers are only included in the “group” line). One Form 4 for Mr. Stout reporting two transactions related to RSU and option grants was filed late due to administrative error (timeliness disclosure), indicating active participation in the equity program without quantifying share counts .
• Hedging: Company policy prohibits hedging, short sales, and derivatives trading in company securities by officers (alignment-positive). No specific pledging allowance is disclosed; the proxy describes anti-hedging but does not expressly discuss pledging for executives .
• Equity plan context: As of 12/31/24, 7,390,522 awards outstanding (weighted-average exercise price $6.39) and 5,246,830 shares available for future issuance across plans (pre-2025 evergreen excluded). This frames potential dilution/overhang and equity incentive headroom for all executives .

Employment Terms

• No individualized employment agreement or severance/change-in-control (CIC) terms disclosed for Stephen Stout in proxies or Item 5.02 8-Ks searched. The company does disclose NEO terms (for context only): 1x base salary severance (plus pro-rata bonus and 12 months COBRA) for termination without cause/good reason; 1.5x salary+target bonus and full equity acceleration upon qualifying CIC termination; standard definitions of “Cause,” “Good Reason,” and “Change in Control”; and 280G best-net cutback .
• Clawback: Rule 10D-1 compliant policy to recover excess incentive-based compensation after a material restatement for the prior three fiscal years .
• Insider trading policy: Prohibits short-term trading, short sales, derivatives on company stock, and hedging by officers .

Investment Implications

• Pay-performance transparency: As a non-NEO, Stout’s cash and equity compensation specifics are not disclosed, limiting direct assessment of pay-for-performance alignment or near-term vesting overhang tied to his personal grants .
• Retention and selling pressure: Evidence of active equity participation (Form 4 activity) but absent grant-level detail (size, schedule, triggers), we cannot quantify vesting cliffs or potential sale cadence; anti-hedging policy reduces misalignment risk, and there is no disclosure of pledging (neither positive nor negative) .
• Governance and risk controls: Presence of a Dodd-Frank/Nasdaq-compliant clawback and stringent insider trading restrictions supports shareholder-friendly governance and reduces behavioral risk tied to comp programs .
• Execution context: Under Stout’s legal leadership period (since May 2023), the company grew reported revenue from $1.657M (FY23) to $5.721M (FY24) while EBITDA remained negative, consistent with clinical-stage profiles; legal/IP stewardship is strategic for preserving optionality and partnering leverage but is not directly tied to disclosed financial KPIs or incentive metrics for Stout .
• Data gaps to monitor: Look for any future Item 5.02 8-Ks or Form 4s that disclose his grant sizes, vesting schedules, or employment terms; monitor for any pledging/hedging exceptions, related-party transactions, or changes to executive ownership guidelines (not currently disclosed for officers) .

Note: Where Stout-specific compensation and ownership details are not disclosed, analysis uses company-level policies to frame alignment and risk posture.