Sarah Reed
About Sarah Reed
Sarah Reed, age 61, is an independent Class II director of Vor Biopharma, appointed on August 27, 2025 to serve until the 2026 annual meeting . She is General Counsel of RA Capital Management, L.P. since 2019, adjunct professor of law at Harvard Law School since 2019, and has served on the Board of Trustees of the Harvard Yenching Institute for over a decade (including as Chairperson and head of the Investment Committee) . Reed earned a BA with honors from Harvard College (East Asian Studies), studied Chinese at Fudan University and National Taiwan University, and received her JD with honors from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | General Counsel | 2019–present | Senior legal/governance leadership |
| Harvard Law School | Adjunct Professor of Law | 2019–present | Academic governance/teaching |
| Harvard Yenching Institute | Trustee; Chair; Head of Investment Committee | >10 years | Led investment oversight; chaired board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RA Capital Management, L.P. | General Counsel | 2019–present | RA Capital holds >5% of VOR, purchased 2025 warrants, and has nomination rights at VOR |
| Harvard Yenching Institute | Trustee/Chair | >10 years | Investment committee leadership |
| Harvard Law School | Adjunct Professor | 2019–present | — |
Board Governance
- Independent Class II director; term until the 2026 annual meeting .
- Appointed under RA Capital’s nomination right from the December 26, 2024 purchase agreement; right persists while RA Capital and affiliates hold ≥4.99% of VOR’s common stock .
- Indemnification agreement executed; standard non‑employee director compensation policy applies .
- Board leadership currently lists the CEO as Chairman (per later filing signatories) .
- Signed a lock-up agreement in connection with the November 2025 underwritten offering .
- Committee assignments for Reed were not disclosed in filings reviewed.
- Attendance metrics for Reed are not yet disclosed due to recent appointment.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly; pro-rated for appointment timing |
| Chair of Board (if applicable) | $30,000 | Not disclosed as applicable to Reed |
| Committee member retainers | Audit $7,500; Comp $5,000; Nominating $4,000 | Only payable if assigned (not disclosed) |
| Committee chair retainers | Audit $15,000; Comp $10,000; Nominating $8,000 | Only payable if assigned (not disclosed) |
Performance Compensation
| Equity Award | Shares | Vesting Schedule | Term/Other |
|---|---|---|---|
| Initial stock option grant on appointment | 60,000 | 36 equal monthly installments (per director policy) | 10-year term; accelerates on change in control |
| Annual stock option grant at each annual meeting | 30,000 per year | Vests by the earlier of 1st anniversary of grant or next annual meeting | 10-year term; accelerates on change in control |
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| RA Capital nomination right | RA Capital may appoint a Class II director while owning ≥4.99% of VOR; Reed appointed under this right | Potential major shareholder influence on board composition |
| RA Capital ownership and financing | RA Capital >5% holder; purchased June 25, 2025 pre-funded warrants ($50M of $175M placement) | Financing and governance interlock |
| Support agreements | Stockholders with ~62.1% voting power agreed to support warrant issuance and reverse split proposals | Concentrated voting power for financing actions |
| Related-party IP sale | Sept 22, 2025 sale of IP to SyzygyMed Inc., wholly owned by Reprogrammed Interchange LLC (>5% holder) | Transaction with significant stockholder affiliate |
Expertise & Qualifications
- Legal/governance expertise as General Counsel of a leading life sciences investor .
- Academic credentials and board leadership experience (trustee/chair; investment oversight) .
- International background and language training (East Asian Studies; Chinese at Fudan and NTU) .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (Form 3) | 0 shares; no derivatives | Sept 8, 2025 | Initial statement; no securities beneficially owned |
| Expected equity awards | Initial 60,000 options; annual 30,000 options | Policy-based | Subject to grant timing and plan terms |
| Hedging/pledging policy | Prohibited (short sales, derivatives; margin/pledging) | Policy | Insider Trading Policy prohibits hedging and pledging VOR securities |
Governance Assessment
- Strengths: Independent director with deep legal and governance acumen; lock-up participation in November 2025 offering supports alignment; standard director equity provides at-risk compensation .
- Risks/RED FLAGS:
- Major shareholder interlock: Reed’s RA Capital role and RA Capital’s nomination right create perceived conflicts (although company states no Item 404(a) interest for Reed) .
- Concentrated voting support agreements (~62.1%) for significant capital actions (warrants, reverse split) heighten control concerns .
- Multiple related-party transactions with significant holders (RA Capital warrants; IP sale to Reprogrammed Interchange affiliate) increase conflict oversight demands .
- Oversight needs: Clear recusal protocols on RA Capital-related matters; robust Audit Committee review of related party transactions; transparent disclosure of committee assignments and attendance going forward.
Insider Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Sept 8, 2025 | Reported no beneficial ownership of VOR securities at appointment |
Notes
- Director compensation follows the Non‑Employee Director Compensation Policy (cash and options) ; Reed’s 8‑K confirms application of standard policy .
- Committee assignments for Reed were not disclosed in the reviewed filings; future DEF 14A is expected to detail committee roles.