Sean Stalfort
About Sean Stalfort
Sean Stalfort, age 55, has served as an independent director of Taysha Gene Therapies (TSHA) since June 2023. He is President of PBM Capital Group, LLC, a healthcare-focused private equity/venture firm, and currently sits on the boards of Verrica Pharmaceuticals and Acumen Pharmaceuticals; he previously served on the board of Dova Pharmaceuticals (2016–2019). He holds a B.A. in business economics and political science from Brown University . The TSHA Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBM Capital Group, LLC | President | Since 2010 (worked at PBM Capital since 2010) | Leads healthcare/life sciences investing platform |
| Dova Pharmaceuticals, Inc. | Director | Sep 2016 – Nov 2019 | Board service at a publicly traded biopharma company |
| Octagon Partners LLC / Octagon Finance LLC | Founding Partner | Not disclosed | Historic tax credit real estate companies |
External Roles
| Organization | Role | Status |
|---|---|---|
| Verrica Pharmaceuticals, Inc. | Director | Current |
| Acumen Pharmaceuticals, Inc. | Director | Current |
Board Governance
- Independence: Independent director (Board determination) .
- Years of service: Appointed June 21, 2023; elected at the 2024 annual meeting (Class I) .
- Committee assignments (FY2024):
- Audit Committee: Member; Committee met 5 times in 2024 .
- Nominating & Corporate Governance Committee: Chair; committee did not formally meet in 2024 but acted twice by unanimous written consent .
- Board attendance: Board met 5 times in the last fiscal year; each director attended ≥75% of aggregate Board and committee meetings during their service period .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $50,292 | Actual cash paid to Stalfort in 2024 |
| Annual Board Retainer (policy) | $35,000 | Non-employee director retainer |
| Committee Chair Retainers (policy) | $8,000 (Nominating & Corporate Governance); $15,000 (Audit); $10,000 (Compensation); $15,000 (Clinical & Scientific); $15,000 (Special Litigation) | Stalfort is Chair of Nominating & Corporate Governance |
| Committee Member Retainers (policy) | $7,500 (Audit, Clinical & Scientific); $5,000 (Compensation); $4,000 (Nominating & Corporate Governance) | Member stipends (non-chairs) |
Performance Compensation
- Equity is service-based; non-employee director awards vest over time; all unvested director equity vests in full upon a Change in Control (single-trigger vesting) .
- FY2024 grants and values (actual):
- Stock awards (RSUs): $156,027 (grant date fair value) .
- Option awards: $231,334 (grant date fair value) .
- Equity program design (policy):
- Initial grant at appointment: Option for 148,438 shares; RSU for 74,219 shares; options vest monthly over 3 years; RSUs vest annually over 3 years; both accelerate on Change in Control .
- Annual grant at each AGM: Option for 118,750 shares; RSU for 59,375 shares; vests fully by next AGM (cap at $325,000 aggregate Black-Scholes value) .
Other Directorships & Interlocks
- Current public boards: Verrica Pharmaceuticals (director), Acumen Pharmaceuticals (director) .
- Network/ownership linkages at TSHA:
- President of PBM Capital; entities affiliated with PBM founder Paul B. Manning are large TSHA holders (12.12% as of 3/31/2025) .
- Related party securities purchases: Entities affiliated with Sean Stalfort purchased 827,778 TSHA shares for ~$0.75 million in the August 2023 private placement (related party transaction disclosure) .
- At appointment (June 2023), the company stated no Item 404(a) related-party transactions involving Stalfort; the Board designated him independent and appointed him N&CG Chair and Comp Committee member (later moved to Audit) .
Expertise & Qualifications
- Venture capital and healthcare investing leadership (PBM Capital) .
- Public company board experience (Verrica, Acumen; prior Dova) .
- Education: B.A. (business economics and political science), Brown University .
- Additional experience: Founding partner, Octagon Partners LLC/Octagon Finance LLC .
Equity Ownership
| Holder | Direct | Indirect/Trust | Options (exercisable ≤60 days) | RSUs (vesting ≤60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|---|
| Sean Stalfort | 1,049,381 | 884,290 (John A. Stalfort III 2018 Irrevocable Trust) | 123,990 | 49,220 | 2,106,881 | 1.03% |
| Footnote/Notes | – | Trustee: Gineane Holly Stalfort | Included per footnote | Included per footnote | Company total includes all categories | Based on 205,054,570 shares O/S (3/31/2025) |
| Citations: |
Outstanding Director Awards (12/31/2024): Stock awards outstanding (49,220); Options outstanding (142,240) .
Policies:
- Hedging: Prohibited for non-employee directors (no short sales, options, hedging, margin) .
- Pledging: No specific pledging disclosure noted in proxy.
- Related person transactions policy governs review/approval of RPTs (threshold >$120,000) .
Governance Assessment
- Independent status and key governance roles: Stalfort is independent, serves on Audit (financial oversight) and chairs Nominating & Corporate Governance (board composition and governance principles) .
- Engagement/attendance: Board met 5 times; all directors met ≥75% attendance; N&CG did not formally meet in 2024 (acted twice by unanimous written consent), which merits monitoring given his chair role .
- Ownership alignment: Holds ~2.11 million shares (1.03%), including direct, trust, exercisable options, and near-term RSUs, indicating meaningful skin-in-the-game .
- Compensation structure: In 2024, total director compensation of $437,653 (cash $50,292; RSUs $156,027; options $231,334). April 2024 policy expanded equity mix to include RSUs plus options and set defined share counts/vesting terms; equity fully accelerates on Change in Control (director-friendly) .
- Related-party risk: Entities affiliated with Stalfort purchased ~$0.75M of TSHA stock in the August 2023 private placement (disclosed RPT). PBM Capital’s founder (Paul B. Manning) is a significant shareholder (12.12%), and Manning previously resigned from TSHA’s board to restore majority independence before Stalfort’s appointment. These relationships are disclosed and subject to the company’s RPT policy, but they remain a perceived influence channel to monitor .
- Board structure context: TSHA combines CEO and Chair roles (Sean P. Nolan), increasing reliance on independent committee leadership and effective N&CG oversight for checks and balances .
RED FLAGS / Watch items (facts):
- N&CG Committee had no formal meetings in FY2024 (two actions by unanimous written consent) while Stalfort serves as Chair .
- Single-trigger full acceleration of director equity upon Change in Control .
- Related-party participation in financings (entities affiliated with Stalfort; large PBM-affiliated holder) warrants ongoing monitoring for potential conflicts (transactions are disclosed under the RPT policy) .
Director Compensation (Detail)
| Category (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $50,292 |
| Stock Awards (RSUs) – Grant Date FV | $156,027 |
| Option Awards – Grant Date FV | $231,334 |
| Total | $437,653 |
Non-Employee Director Compensation Policy (effective April 9, 2024):
- Cash: $35,000 annual board retainer; committee chair/member retainers as listed above .
- Equity: Initial Option (148,438 shares) + Initial RSU (74,219 shares); Annual Option (118,750) + Annual RSU (59,375), subject to $325,000 cap on grant-date value; vesting and Change in Control terms as above .
Related-Party Transactions (context)
- August 2023 Private Placement: Entities affiliated with Stalfort purchased 827,778 shares for ~$0.75 million; entities affiliated with Paul B. Manning purchased 16,466,667 shares for ~$14.82 million; entities affiliated with FMR LLC also participated .
- June 2024 Public Offering: Significant purchases by entities affiliated with RA Capital, Avoro, RTW, and Paul B. Manning (not Stalfort) .
- RPT policy and process summarized; Audit Committee oversight of RPT review/approval .
Equity Ownership & Plan Overhang (company context)
- As of 3/31/2025: 205,054,570 shares outstanding; option, RSU, warrant overhang detailed in proxy; board-approved evergreen increases for incentive plans (context for director equity) .
Citations
- Appointment/biography/age/roles:
- Independence/attendance/committees:
- Director compensation (actual):
- Director compensation policy (cash/equity):
- Beneficial ownership and breakdown:
- Related-party transactions and financings:
- Board leadership structure: