Laura Sepp-Lorenzino
About Laura Sepp-Lorenzino
Independent director at Taysha Gene Therapies since November 2020; age 64 in the 2025 proxy. She holds a professional degree in biochemistry from Universidad de Buenos Aires and an M.S./Ph.D. in biochemistry from New York University, with deep R&D experience in nucleic acid therapies. Most recently EVP/Chief Scientific Officer at Intellia Therapeutics (May 2019–January 2025), now serving as Scientific Advisor to Intellia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taysha Gene Therapies (TSHA) | Independent Director | Nov 2020–Present | Chair, Compensation; Member, Audit; Member, Clinical & Scientific |
| Intellia Therapeutics | EVP, Chief Scientific Officer; Scientific Advisor | May 2019–Jan 2025; Advisor thereafter | Led CRISPR therapeutics R&D |
| Vertex Pharmaceuticals | VP, Head of Nucleic Acid Therapies | 2017–May 2019 | Built nucleic acid therapy programs |
| Alnylam Pharmaceuticals | VP, Entrepreneur-in-Residence | 2014–2017 | RNAi platform development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intellia Therapeutics (public) | Scientific Advisor | 2025–Present | Post-CSO advisory role; not disclosed as a director |
No other public company directorships are disclosed for Dr. Sepp-Lorenzino in TSHA’s proxy materials .
Board Governance
- Independence: The Board affirmatively determined Laura Sepp-Lorenzino is independent under Nasdaq listing standards and SEC rules .
- Board/Committee structure and 2024 activity:
- Committees: Audit (member), Compensation (Chair), Clinical & Scientific (member); not on Nominating & Corporate Governance .
- 2024 meetings: Audit (5), Compensation (1), Clinical & Scientific (4); Nominating did not formally meet but acted twice by written consent .
- Attendance: The Board met five times in the last fiscal year; each director attended at least 75% of Board and committee meetings during their service .
- Compensation Committee processes: Uses Aon as independent compensation consultant; quarterly meetings historically; CEO excluded from deliberations on his pay; authority to retain advisors after independence factors review .
- Hedging/Clawback policies: Hedging and margin accounts prohibited for directors; incentive compensation clawback policy adopted in November 2023 in compliance with SEC and listing rules .
Fixed Compensation
Non-employee director compensation (cash, equity fair values under ASC 718):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $58,075 | $60,000 |
| Stock Awards ($) | — | $156,027 |
| Option Awards ($) | $18,824 | $231,334 |
| Total ($) | $76,899 | $447,361 |
- Non-Employee Director Compensation Policy (effective April 9, 2024): Board retainer $35,000; committee member retainers—Audit $7,500; Compensation $5,000; Clinical & Scientific $7,500; Nominating $4,000; chair retainers—Independent Chair $30,000; Audit Chair $15,000; Compensation Chair $10,000; Clinical & Scientific Chair $15,000; Nominating Chair $8,000 .
Performance Compensation
Equity compensation program and vesting schedules for directors:
| Award Type | Grant Size (Shares) | Vesting | Change-in-Control |
|---|---|---|---|
| Initial Option Award | 148,438 | Monthly over 3 years | Vests in full on Change in Control |
| Initial RSU Award | 74,219 | Annual tranches over 3 years | Vests in full on Change in Control |
| Annual Option Award | 118,750 | Fully vests by next annual meeting (≤1 year) | Vests in full on Change in Control; reduced pro rata if >$325k Black-Scholes aggregate value |
| Annual RSU Award | 59,375 | Fully vests by next annual meeting (≤1 year) | Vests in full on Change in Control; reduced pro rata if >$325k aggregate value |
No performance metrics (e.g., TSR/EBITDA goals) are disclosed for director equity; awards are time-based as per policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | None disclosed in proxy |
Expertise & Qualifications
- Advanced biochemistry training (NYU M.S./Ph.D.; Universidad de Buenos Aires) .
- 10+ years of leadership in nucleic acid therapies (Alnylam, Vertex, Intellia), aligning with TSHA’s gene therapy focus .
- Contributes scientific oversight via Clinical & Scientific Committee; chairs Compensation Committee .
Equity Ownership
| Date | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| March 31, 2024 | 98,200 | <1% | Options exercisable within 60 days: 98,200 |
| March 31, 2025 | 245,860 | <1% | Options exercisable within 60 days: 196,640; RSUs vesting within 60 days: 49,220 |
- Hedging and margin accounts prohibited for directors, reducing misalignment risk; pledging is implicated via margin prohibition in Insider Trading Policy .
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee; serves on Audit and Clinical & Scientific committees—broad governance coverage .
- Strong technical expertise directly relevant to TSHA’s pipeline; supports oversight of clinical/R&D strategy .
- Clear anti-hedging policy and Dodd-Frank-compliant clawback implemented; positive investor alignment signals .
- Attendance threshold met; Board met five times; demonstrates baseline engagement .
-
Watch items / potential red flags
- Significant YoY increase in director equity grant value driven by 2024 policy shift from options-only to mixed RSU+options (Laura: $76,899 → $447,361; equity ~$387,361 of total) which may raise pay-for-performance scrutiny even if intended to address underwater awards .
- Combined CEO/Chair structure persists; investors often prefer independent chair for enhanced oversight .
- Nominating & Corporate Governance Committee did not formally meet in 2024 (acted by written consent twice), which may signal lighter formal governance processes .
- No director stock ownership guidelines disclosed; absence can be viewed as weaker alignment vs peers that require minimum holding multiples .
-
Committee effectiveness signals
- Compensation Committee engaged Aon, evaluated peer group and underwater equity status, and recommended policy changes—demonstrates responsiveness to alignment concerns .
Overall, Laura Sepp-Lorenzino brings deep therapeutics expertise and serves in key oversight roles; pay structure changes improved equity alignment but materially lifted director pay levels in 2024, warranting continued monitoring alongside TSHA’s combined CEO/Chair governance structure and the Nominating Committee’s formal engagement cadence .