Grace Colón

About Grace E. Colón

Grace E. Colón, Ph.D. (age 58) has served as an independent director of Voyager Therapeutics since January 2023 and is a Class I nominee up for re‑election to a term ending at the 2028 annual meeting . She holds a Ph.D. in chemical engineering from MIT (NSF Fellow) and a B.S. in chemical engineering from the University of Pennsylvania (Benjamin Franklin Scholar) . Her 25+ year career spans operating leadership in biopharma, genomics, diagnostics and industrial biotech, venture investing, and multiple board roles, indicating strong strategic and operating credentials for governance and compensation oversight .

Past Roles

External Roles

Board Governance

• Independence: Board determined all current members except the CEO (Alfred Sandrock) and Neurocrine designee (Jude Onyia) are independent; Dr. Colón is therefore independent .
• Committee assignments: Member—Audit Committee (since Sep 2024; continues in 2025) and Compensation Committee (since Jan 2023) ; current committee roster also lists her as member of Audit and Compensation .
• Attendance and engagement: In 2024, the Board held 6 meetings; directors then in office attended at least 75% of Board and committee meetings, and the Board regularly holds executive sessions .
• Re‑election: Class I nominee for a three‑year term ending at the 2028 annual meeting .

Fixed Compensation (Director)

• Director compensation policy (current): Annual option grant up to 24,000 shares vests at earlier of one year or next annual meeting; initial grant up to 48,000 shares vesting quarterly over four years; cash retainers and committee fees per policy .
• Non‑employee director annual retainer and committee fee schedule (for context): Board member $40,000; Audit member $8,000; Compensation member $6,000; S&T member $5,000; Nominating & Governance member $5,000; Chair roles have higher fees .

Performance Compensation (Director Equity)

• Vesting mechanics for directors: Annual options vest fully at earlier of one year from grant or next annual meeting; initial options vest quarterly over 4 years, subject to continued service .

Other Directorships & Interlocks

• Current public company boards: None disclosed currently; prior service at public company CareDx (2019–2024) .
• Committee roles elsewhere: Not specified; extensive prior operating and board experience in biotech and diagnostics sectors .
• Interlocks/conflicts: Compensation Committee currently includes Colón, Higgins, Pierce, Vitale; no disclosed comp committee interlocks; Audit Committee includes Colón among independent members .

Expertise & Qualifications

• Technical and operating expertise: Chemical engineering Ph.D.; leadership across biopharma R&D/clinical operations, genomics, diagnostics, and industrial biotech; venture capital experience .
• Governance and industry leadership: MIT Corporation member; BIO Executive Committee; AIMBE Fellow (Mar 2024), supporting strategic oversight in science-heavy organizations .
• Committee fit: Profile aligns with Compensation Committee strategy/governance needs and Audit Committee oversight (not designated the audit financial expert; the Board named Michael Higgins as Audit Committee financial expert) .

Equity Ownership

• Hedging/pledging: Company insider trading policy prohibits hedging and pledging of Company stock (limited exceptions for pledges); applies to directors .
• Clawback: Company adopted a compensation recovery (clawback) policy effective Oct 2, 2023, and the 2025 Stock Incentive Plan requires participants to be bound by clawback policy .

Governance Assessment

• Strengths:
  • Independent director with deep sector and operating expertise across R&D, clinical, and corporate strategy; brings venture and entrepreneurial perspective to oversight .
  • Active membership on Compensation and Audit Committees; Board holds regular executive sessions; directors attended ≥75% of meetings in 2024, indicating engagement .
  • Shareholder alignment via annual option grants; company maintains robust clawback, anti‑hedging/pledging policies, and places annual caps on non‑employee director compensation .
  • Positive governance climate: 2024 say‑on‑pay approval at 95% suggests strong investor support for compensation oversight .
• Watch items/risks:
  • Voyager’s significant related‑party exposure is primarily through Neurocrine (collaboration, equity ownership, and a board designee—Dr. Onyia); Audit Committee oversees RPT policy. No related‑party transactions are disclosed involving Dr. Colón personally .
  • Director equity is time‑based (not performance‑conditioned), standard for small/mid‑cap biotech; investors may monitor equity mix and dilution given company burn‑rate and overhang dynamics described in the plan proposals (board‑level policy matters, not specific to Dr. Colón) .

Notes and References

• Board and nomination status, biography, education, and career history: .
• Board independence, leadership, executive sessions, and attendance: .
• Committee compositions and charters: .
• Director compensation amounts and policy: .
• Director equity grants (Form 4s): 2024 grant ; 2025 grant ; filing index .
• Beneficial ownership and outstanding shares: .
• Policies: Clawback ; insider trading/hedging/pledging .
• Related‑party transactions (Neurocrine) and oversight: .
• Say‑on‑pay outcome: .