Mary Thistle
About Mary Thistle
Independent director of Entrada Therapeutics since May 2021; age 65 as of April 14, 2025. She chairs the Audit Committee and is designated the audit committee financial expert. Education: B.S. in Accounting, University of Massachusetts. Background spans executive roles in gene therapy and biopharma business development and operations, plus leadership at the Bill & Melinda Gates Medical Research Institute.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bill & Melinda Gates Medical Research Institute | Chief of Staff | 2018–2020 | Non-profit biotech organization leadership |
| Bill & Melinda Gates Medical Research Institute | Special Advisor | 2020–2022 | Strategic advisory role |
| Dimension Therapeutics, Inc. | Chief Operating Officer | 2016–2017 | Gene therapy company operations leadership |
| Dimension Therapeutics, Inc. | Chief Business Officer | 2015–2016 | Corporate development in gene therapy |
| Cubist Pharmaceuticals, Inc. | SVP, Business Development | 2014–2015 | BD leadership in biopharma |
| Cubist Pharmaceuticals, Inc. | VP, Business Development | 2012–2013 | BD leadership |
| Cubist Pharmaceuticals, Inc. | Senior Director, Business Development | 2009–2012 | BD execution |
External Roles
| Company | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Cullinan Therapeutics, Inc. | Director | Current | Public company board service |
| Q32 Bio Inc. (formerly Homology Medicines, Inc.) | Director | Current | Public company board service |
| Vigil Neuroscience, Inc. | Director | Current | Public company board service |
| Alaunos Therapeutics, Inc. | Director | Nov 2020–Dec 2023 | Public company (prior) |
| Several private companies | Board member | Current | Private company boards |
Board Governance
| Body/Committee | Members | Chair | 2024 Meetings | Key responsibilities |
|---|---|---|---|---|
| Board of Directors | 6 directors; Class I: Doshi, Parmar, Thistle | Chair of Board: Parmar | 7 | All incumbent directors attended ≥75% of aggregate board and committee meetings; directors encouraged to attend annual meeting (June 13, 2024 attended by continuing directors) |
| Audit Committee | Kush M. Parmar, M.D., Ph.D.; Mary Thistle; Gina Chapman | Mary Thistle | 4 | Financial reporting oversight; internal control; related-person transaction review/approval; quarterly earnings releases; risk management (including cybersecurity); pre-approval of audit/non-audit services |
| Compensation Committee | Kush M. Parmar, M.D., Ph.D.; Mary Thistle; Bernhardt Zeiher, M.D. | Kush M. Parmar, M.D., Ph.D. | 6 | CEO and senior management compensation; equity/incentive plan oversight; use/independence of compensation advisors; director compensation recommendations |
| Nominating & Corporate Governance Committee | Kush M. Parmar, M.D., Ph.D.; Gina Chapman | Kush M. Parmar, M.D., Ph.D. | 2 | Director/committee criteria; candidate identification/evaluation; governance guidelines; board evaluation |
- Independence: Board determined all members except Dipal Doshi and Peter S. Kim, Ph.D., are independent under Nasdaq and SEC rules; Thistle is independent. Independence determinations considered directors’ associations with >5% holders.
- Class I nomination: Board recommends voting FOR Thistle to serve a three-year term ending at the 2028 annual meeting.
Fixed Compensation
| Policy Retainers ($) | Amount |
|---|---|
| Board member annual cash retainer | $40,000 |
| Additional retainer for Board chair | $30,000 |
| Audit Committee chair | $15,000 |
| Audit Committee member (non-chair) | $7,500 |
| Compensation Committee chair | $12,000 (increased June 2024 from $10,000) |
| Compensation Committee member (non-chair) | $6,000 (increased June 2024 from $5,000) |
| Nominating & Corporate Governance chair | $9,000 (increased June 2024 from $8,000) |
| Nominating & Corporate Governance member (non-chair) | $4,500 (increased June 2024 from $4,000) |
| Mary Thistle – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 60,549 |
| Option Awards (grant date fair value) | 176,202 |
| All Other Compensation | 0 |
| Total | 236,751 |
Performance Compensation
| Equity Grant Policy | Initial Grant | Annual Grant | Vesting | Acceleration |
|---|---|---|---|---|
| Non-employee director options | Lesser of $500,000 Value or 32,000 shares | Lesser of $250,000 Value or 16,000 shares | Initial vests monthly over 3 years; Annual vests in full on earlier of 1-year anniversary or next annual meeting (continued service required) | Full accelerated vesting upon sale of the company, or upon death/disability |
| 2024 Equity Awards and Positioning | Details |
|---|---|
| Option awards (grant date fair value) | $176,202 (2024) |
| Options outstanding (as of Dec 31, 2024) | 102,440 shares unexercised |
| Performance metrics tied to director equity | Not specified; equity is time-based options per policy (no TSR/financial metric conditions disclosed) |
Other Directorships & Interlocks
| Company | Interlock/Notes |
|---|---|
| Cullinan Therapeutics; Q32 Bio Inc.; Vigil Neuroscience | Concurrent public boards; potential time-commitment considerations; no related-person transactions disclosed involving Thistle |
| Board independence assessment | Board considered associations with >5% holders in determining independence; Thistle remains independent |
Expertise & Qualifications
- B.S. in Accounting; designated “audit committee financial expert” by the board.
- Senior operating and business development experience in gene therapy and biopharma (Dimension Therapeutics; Cubist).
- Non-profit biotech leadership (Gates MRI).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Mary Thistle (as of April 14, 2025) | 102,440 | <1% (“*”) | Beneficial ownership determined under SEC rules; includes options exercisable within 60 days |
| Options outstanding (as of Dec 31, 2024) | 102,440 | — | Outstanding and unexercised stock options as of year-end 2024 |
- Trading, pledging and hedging policy: Company prohibits short sales, derivative transactions, and hedging in Company securities by directors; 10b5-1 trading plans permitted when not in possession of MNPI. Policy highlights risks of margin/pledging but does not expressly state a prohibition on pledging.
Governance Assessment
- Strengths
- Independent director; Audit Committee Chair; designated financial expert—clear financial oversight credentials.
- Solid engagement: Board (7), Audit (4), Compensation (6), Nominating (2) meetings in 2024; each incumbent director attended ≥75% of aggregate board/committee meetings.
- Related-party safeguards: Audit Committee reviews/approves related-person transactions; proxy reports no related-person transactions since 1/1/2023 beyond disclosed stockholder agreements (e.g., Baker Bros registration rights) and a separate advisory agreement with director Peter S. Kim.
- Compensation market standards: Transparent director cash retainers and equity grant framework.
- Risks and red flags
- Single-trigger equity acceleration: Director options fully accelerate upon sale of the company—potential misalignment with long-term shareholder interests versus double-trigger standards.
- Multi-board commitments: Concurrent service on multiple public boards may pose time-commitment risk, though attendance thresholds were met in 2024.
- Ownership alignment: Beneficial ownership <1%; alignment primarily via options—monitor future equity accumulation.
Overall, Thistle’s audit leadership and independence support investor confidence; the single-trigger acceleration provision is the primary governance concern to monitor alongside external board commitments.