Catherine Stehman-Breen
About Catherine Stehman-Breen
Independent director at Tenaya Therapeutics (since June 2020), age 62 as of March 31, 2025. Former CEO of Chroma Medicine (Dec 2020–Jan 2025), and seasoned R&D/clinical executive with Amgen, Regeneron, Sarepta, and Atlas Ventures-backed startups; MD (University of Chicago), MS in Epidemiology (University of Washington), BA (Colby College). Determined independent under Nasdaq rules; serves as Chair of Tenaya’s Science & Technology Committee, with medical and regulatory credentials aligned to Tenaya’s pipeline oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chroma Medicine | Chief Executive Officer; Director | Dec 2020 – Jan 2025 | Led private genetic medicines company; tenure overlapped with her Tenaya board service . |
| Obsidian Therapeutics | Chief R&D Officer | Jul 2019 – Dec 2020 | R&D leadership in cell/gene therapy . |
| Atlas Ventures (EIR); Dyne Therapeutics; Disarm Therapeutics | Entrepreneur-in-Residence; CMO (Dyne; Disarm) | Mar 2018 – Jul 2019 | Built clinical programs across genetic diseases; early-stage biotech operating roles . |
| Sarepta Therapeutics | Chief Medical Officer | Mar 2017 – Dec 2017 | Public company CMO in rare disease gene therapy . |
| Regeneron Pharmaceuticals | VP, Clinical Development & Regulatory Affairs | Jan 2015 – Mar 2017 | Led clinical and regulatory across therapeutic areas . |
| Amgen | Senior leadership incl. VP, Global Development | 2003 – 2015 | Led neuroscience, nephrology, bone therapeutic areas . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dyne Therapeutics, Inc. | Director (public) | Since Jun 2019 | Public biotech board; no Tenaya-related transactions disclosed . |
| Generation Bio Co. | Director (public) | Since Dec 2017 | Public biotech board; no Tenaya-related transactions disclosed . |
Board Governance
- Committees: Science & Technology (Chair); not on Audit or Compensation; Corporate Governance & Nominating membership not listed for her in 2025 .
- Science & Technology Committee scope (she chairs): oversees pipeline progress and R&D strategy; reviews scientific aspects of BD; monitors treatment landscape; recommends on R&D/manufacturing orgs .
- Independence: Board determined her to be independent (Nasdaq rules) along with 7 other non-employee directors out of 9 .
- Attendance: In 2024, board held 7 meetings and each director attended at least 75% of board/committee meetings during service; in 2023, she fell below 75% principally due to scheduling conflicts with her Chroma Medicine CEO role, but attended the 2023 annual meeting .
- Board leadership: Non-executive Chair is R. Sanders Williams, separate from CEO; governance favors independent board leadership .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Cash Retainer ($) | $35,000 (policy effective pre-2024) | $40,000 (policy effective Jan 1, 2024) |
| Committee Chair Cash Retainer – Science & Technology ($) | $10,000 (policy amended Sep 2023) | $10,000 |
| Reported Cash Fees (C. Stehman-Breen) ($) | $42,500 | $50,000 |
| Total Director Compensation (Cash + Options) ($) | $202,389 | $100,823 |
Notes:
- Outside Director Compensation Policy pays quarterly in arrears; no meeting fees; reimbursement of reasonable travel .
- Cash mix increased with policy retainer change; chair retainer aligns to her committee leadership .
Performance Compensation
| Equity Component | Policy Terms | FY 2023 (C. Stehman-Breen) | FY 2024 (C. Stehman-Breen) |
|---|---|---|---|
| Annual Option Award (Non-Employee Directors) | Grant-date fair value $160,000; ≤34,000 shares; vests in full at 1-year or before next annual meeting | $159,889 option award fair value | $50,823 option award fair value |
| Initial Option Award (on board entry) | Grant-date fair value $320,000; ≤68,000 shares; vests 1/36 monthly | N/A (joined 2020) | N/A |
| Change-in-Control (Director awards) | Outstanding director equity awards accelerate vesting in full upon change-in-control | Policy applies | Policy applies |
Additional terms:
- Options have max 10-year term; exercise price = 100% FMV at grant .
- No performance metrics tied to director equity; vesting is time-based per policy .
Other Directorships & Interlocks
- Network: Dyne Therapeutics (public), Generation Bio (public). Overlaps in genetic medicines domain; however, Tenaya’s related person transactions disclose no dealings involving Dr. Stehman-Breen; board independence affirmed .
- Column Group affiliation pertains to another director (Goeddel) and Tenaya financings; not to Dr. Stehman-Breen .
Expertise & Qualifications
- Clinical/regulatory leadership across large-cap and emerging biotechs; depth in gene/cell therapy development .
- Education: MD (University of Chicago); MS in Epidemiology and residency/fellowship (University of Washington); BA in Biology & Psychology (Colby College) .
- Board-relevant skills: medical expertise; clinical development; regulatory affairs; biotech executive experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options Exercisable within 60 Days |
|---|---|---|---|
| Catherine Stehman-Breen, M.D. | 99,259 | <1% | 91,134 |
Additional context:
- Aggregate options held at 12/31/2024: 125,134 (all stock options) .
- Insider policy prohibits hedging, pledging, short sales, and holding securities in margin accounts, supporting alignment; board indicates compliance with Section 16(a) filing requirements in 2024 .
Governance Assessment
- Committee leadership: As Chair of Science & Technology, her clinical/regulatory background is directly relevant to Tenaya’s pipeline oversight; clear mandate and cadence (three meetings in 2024) indicate engagement .
- Independence and conflicts: Board affirms independence; no related-party transactions involving her disclosed; hedging/pledging prohibited, which reduces alignment risks .
- Attendance: Notably below 75% in 2023 due to CEO commitments at Chroma Medicine; improved to ≥75% in 2024 across board/committee meetings—investors should monitor sustained attendance given past shortfall (RED FLAG in 2023; remediation in 2024) .
- Compensation mix: 2024 director option grant fair value materially lower vs. 2023, with fixed cash retainer increased; overall director pay well within policy limits and structurally time-based; no performance pay or discretionary bonuses (positive for independence, though weaker direct pay-for-performance link typical for directors) .
- Compensation committee involvement: She resigned from the Compensation Committee in Sept 2023; current Compensation Committee independence maintained with use of Pearl Meyer; no consultant conflicts disclosed .
RED FLAGS and Watch Items
- 2023 attendance below threshold due to external CEO role—improved in 2024; monitor continued attendance and committee workloads (RED FLAG remediated) .
- Industry interlocks: Concurrent public board roles at genetic medicine companies (Dyne, Generation Bio) could create information-flow sensitivities; no related transactions disclosed, but maintain oversight of potential competitive overlaps (Watch) .
- Company-level governance signal: Broader equity award repricing noted for executives in early 2025 (outside director scope); underscores need for robust Compensation Committee oversight even though she is not currently a member (Context) .
Appendix: Director Compensation Policy Snapshot
- Cash: $40,000 annual retainer; Chair fees—Science & Technology $10,000; Audit Chair $15,000; Compensation Chair $10,000; Corporate Governance Chair $8,000; member fees as specified; Non-executive Chair $30,000; Lead Independent $20,000 .
- Equity: Initial option award $320,000 grant-date fair value (≤68,000 shares, 36-month monthly vest); annual option award $160,000 grant-date fair value (≤34,000 shares, 1-year vest); full acceleration upon change-in-control; max 10-year term, strike at FMV .