Sandra Poole
About Sandra Poole
Independent director at Travere Therapeutics since May 2019; age 61; currently Chief Operating Officer at Mythic Therapeutics (ADC-focused biotech). She holds M.A.Sc. and B.A.Sc. in chemical engineering from the University of Waterloo and brings 25+ years in CMC, biomanufacturing, and technical operations across Genzyme/Sanofi, ImmunoGen, and rare disease manufacturing leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme (Sanofi) | SVP, Biologics Manufacturing; led global biomanufacturing for 6 commercial rare-disease therapies across 5 sites (US/EU) | 15+ years | Large-scale biologics operations, supply reliability for Cerezyme, Fabrazyme, Myozyme/Lumizyme |
| ImmunoGen | EVP Technical Operations & Commercial Development; earlier SVP Technical Operations | 2014–2017 | ADC technical ops; commercial readiness |
| LogicBio Therapeutics | Chief Operating Officer | 2018–2019 | Genetic medicines operating leadership |
| Candel Therapeutics | Chief Operating Officer | Jan–Mar 2020 | Viral immunotherapy operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mythic Therapeutics (private) | Chief Operating Officer | Since Jul 2020 | ADCs for oncology |
| Valneva SE | Supervisory Board member | Prior | Vaccine developer; EU governance experience |
| ViaCyte (private) | Board member | Prior, until Vertex acquisition in 2022 | Stem cell-derived therapies |
Board Governance
- Independence: The Board affirmatively determined Ms. Poole is independent under Nasdaq standards; TVTX’s board is nine of ten independent directors .
- Committee assignments: Member, Nominating/Corporate Governance (oversees governance, and since 2024 leads cybersecurity risk oversight and ERM coordination); Member, Science & Medical Technology (portfolio R&D risk oversight). Chairs are Meckler (NCG) and Baynes (SMT); Poole is not a chair .
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held executive sessions at each regular meeting; directors receive continuing education and annual strategic sessions .
- Stock ownership guidelines: Directors must hold ≥3x the annual cash retainer; all directors met guidelines .
- Risk oversight: NCG committee leads cybersecurity oversight since 2024; SMT oversees clinical, regulatory, manufacturing risks—aligned with Poole’s technical operations background .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Standard for non-employee directors (2024 policy) |
| Committee membership fees | $12,500 | NCG ($5,000) + SMT ($7,500) for members (2024 policy) |
| Cash fees earned (2024) | $62,500 | Matches retainer+committee membership |
Performance Compensation
| Grant Type | Annual Grant | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Stock Options | 19,500 shares | 4-year vest (25% at 1 year; remainder monthly over 3 years) | Full acceleration if service ceases in connection with a change in control per director policy |
| RSUs | 6,500 shares | 1-year vest (annual grant) | Full acceleration as above |
Detailed grant activity (Form 4 awards):
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| RSUs granted (#) | 3,000 | 4,500 | 6,500 | 6,500 |
| Options granted (#) | 9,000 | 13,500 | 19,500 | 19,500 |
| Option strike price ($) | 21.38 | 17.11 | 6.82 | 21.15 |
2024 director equity fair values and option values (grant-date ASC 718) for a typical annual grant were $44,330 (RSUs) and $132,990 (options); Poole’s totals match this matrix (her 2024 total comp $239,820) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock |
|---|---|---|
| Valneva SE (prior) | Supervisory Board | No TVTX transactions disclosed; no conflict noted |
| ViaCyte (prior) | Board (until Vertex acquisition in 2022) | No TVTX transactions disclosed; no conflict noted |
| Mythic Therapeutics | COO (current) | No related-party transactions with TVTX disclosed |
Expertise & Qualifications
- Technical operations leader with deep CMC/manufacturing expertise for biologics and rare-disease therapies; ADC technical ops and commercialization experience .
- Governance exposure across US/EU boards; cybersecurity and ERM oversight via NCG participation .
Equity Ownership
| Metric (as of March 3, 2025) | Value |
|---|---|
| Beneficial ownership (shares) | 71,500; includes 54,500 options exercisable within 60 days |
| Ownership % of outstanding shares | <1% (“*” less than 1% per proxy notation) |
| Options exercisable within 60 days | 54,500 |
| Outstanding options and RSUs at 12/31/2024 | Options: 74,000; RSUs: 6,500 |
| Shares pledged as collateral | None disclosed |
| Compliance with director ownership guidelines | In compliance (≥3x cash retainer) |
Governance Assessment
- Strengths: Independent status; relevant committee roles (NCG and SMT) aligned to her technical risk oversight strengths; consistent meeting attendance; compliant stock ownership; transparent director compensation structure .
- Compensation/Alignment: Material equity mix (annual options+RSUs with time-based vesting) supports alignment; directors may elect to receive retainers in options, increasing at-risk pay; full acceleration on change-in-control if service ceases helps retention but is standard practice and not single-trigger vesting for employee plans .
- Conflicts/Related-party: No related-party transactions disclosed with Ms. Poole or entities where she serves; the only disclosed related-party context involved Kaiser due to another director; Board reaffirmed independence for that director, implying active conflict screening processes .
- Shareholder signals: 2024 say-on-pay for executives approved at ~95%, indicating supportive governance climate; 2025 shareholders approved additional 4,000,000 shares under the Amended 2018 Plan, maintaining director limits and clawback/repricing protections .
Insider Trades (Recent)
| Date (Tx) | Filing Date | Type | Security | Quantity | Price | Post-Transaction Ownership |
|---|---|---|---|---|---|---|
| 2022-05-11 | 2022-05-12 | Award | RSUs | 3,000 | $0 | 12,500 |
| 2022-05-11 | 2022-05-12 | Award | Options | 9,000 | $21.38 | 9,000 |
| 2023-05-17 | 2023-05-19 | Award | RSUs | 4,500 | $0 | 17,000 |
| 2023-05-17 | 2023-05-19 | Award | Options | 13,500 | $17.11 | 13,500 |
| 2024-05-08 | 2024-05-10 | Award | RSUs | 6,500 | $0 | 23,500 |
| 2024-05-08 | 2024-05-10 | Award | Options | 19,500 | $6.82 | 19,500 |
| 2025-05-15 | 2025-05-16 | Award | RSUs | 6,500 | $0 | 30,000 |
| 2025-05-15 | 2025-05-16 | Award | Options | 19,500 | $21.15 | 19,500 |
No open-market purchases or sales recorded; awards align with TVTX’s non-employee director program cadence and sizes .
RED FLAGS
- None observed in filings: no hedging/pledging disclosures for directors; no related-party transactions involving Poole; no attendance shortfalls; equity awards follow policy with no repricing or liberal share recycling; clawback policy in place .
Compensation Committee Analysis (Context)
- Compensation Committee comprises Orwin (Chair), Coughlin, Bruhn, Williams-Brinkley; uses independent consultant (Aon) with independence safeguards; director compensation adjusted in 2025 for Board Chair and Compensation Committee chair/member fees; policy caps total non-employee director compensation per year [$750k; $1.25m in first year] .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~95%; 2025 Annual Meeting approved Amended 2018 Plan share increase; overall indicates investor support for governance and compensation approach .
Summary Implications
- Board effectiveness: Poole’s manufacturing/CMC expertise strengthens SMT committee oversight; NCG role places her at the nexus of governance/cyber oversight.
- Investor alignment: Time-based equity plus ownership compliance supports alignment; lack of conflicts reduces governance risk; consistent awards and attendance reinforce confidence .