Form 4: Shattuck Labs Director Michael Lee Granted Stock Options

Shattuck Labs, Inc. Director Michael Lee was granted 33,150 stock options with an exercise price of $0.82, vesting on the earlier of one year from the grant date or prior to the next annual meeting.

Summary

• Michael Stewart Lee, a Director of Shattuck Labs, Inc. (STTK), was granted 33,150 stock options on July 14, 2025.
• The stock options have an exercise price of $0.82 per share and an expiration date of July 14, 2035.
• The options will vest in full on the earlier of the one-year anniversary of the grant date (July 14, 2026) or immediately prior to the Issuer's next annual meeting of shareholders, subject to Mr. Lee's continued service.
• Mr. Lee holds these options as a nominee for Redmile Group, LLC, and has assigned all economic, pecuniary, and voting rights to Redmile.
• Mr. Lee disclaims beneficial ownership of the stock option for purposes of Section 16 of the Securities Exchange Act of 1934.
• Jeremy Green, as the principal of Redmile, may also be deemed a beneficial owner, with Redmile and Mr. Green disclaiming beneficial ownership except for their pecuniary interest.
• Mr. Lee was elected to the board as a representative of Redmile and its affiliates, resulting in Redmile and Mr. Green being considered directors by deputization for Section 16 purposes.

Sentiment

Score: 7

Explanation: The document reports a standard equity grant to a director, which is generally positive for aligning interests. The involvement of Redmile Group through its representative on the board is also a positive sign of institutional engagement. There are no negative financial or operational disclosures.

Positives

• The grant of stock options to a director aligns the director's interests with shareholder value creation.
• The exercise price of $0.82 is relatively low, suggesting potential for future upside if the stock price increases.
• The grant to a representative of Redmile Group, LLC, a significant investor, indicates continued engagement and alignment from a key institutional stakeholder.

Risks

• The vesting of the stock options is contingent on Mr. Lee's continued service to the Issuer, meaning the options could be forfeited if his service ceases before vesting.
• The value of the stock options is dependent on the future market price of Shattuck Labs, Inc. common stock, which is subject to market fluctuations and company performance.
• Mr. Lee disclaims beneficial ownership, and Redmile/Jeremy Green disclaim ownership except for pecuniary interest, which could imply complex ownership structures or potential for future changes in how these shares are managed or voted.

Future Outlook

The document indicates that the stock options will vest based on future service and the occurrence of the next annual meeting, implying continued strategic involvement from the director and Redmile Group.

Management Comments

• This option represents a right to purchase a total of 33,150 shares of the Issuer's common stock, which will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) immediately prior to the next annual meeting of the Issuer's shareholders, subject to the Reporting Person's continued service to the Issuer through such date.
• The stock option was granted to Mr. Lee, a managing director of Redmile Group, LLC ("Redmile"), in connection with his service as a member of the Board of Directors of the Issuer. Pursuant to the policies of Redmile, Mr. Lee holds this stock option as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the stock option to Redmile.
• Mr. Lee disclaims beneficial ownership of the stock option, and the filing of this Form 4 shall not be deemed an admission that Mr. Lee is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
• The stock option may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the stock option except to the extent of their pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
• Mr. Lee was elected to the board of directors of the Issuer as a representative of Redmile and its affiliates. As a result, Redmile and Mr. Green are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Industry Context

The grant of stock options to a director is a standard practice in the biotechnology and pharmaceutical industry to incentivize long-term commitment and align interests. The involvement of a managing director from an investment group like Redmile suggests ongoing institutional investor oversight and strategic input, common in growth-oriented sectors.

Comparison to Industry Standards

• The grant of stock options to non-employee directors is a common compensation practice across publicly traded companies, including those in the biotech sector.
• The vesting schedule (one-year anniversary or next annual meeting) is a typical short-to-medium term vesting period for director equity grants, aiming to retain board members and align their interests with annual performance cycles.
• The exercise price of $0.82, if it represents the fair market value on the grant date, is standard for non-qualified stock options.
• The arrangement where a director holds options as a nominee for an investment firm (Redmile Group) is a specific governance structure seen when large institutional investors take board seats to protect and enhance their investment, comparable to situations where firms like Third Point LLC or Starboard Value LP have representatives on boards.

Management Changes

Corporate Governance

Related Party Transactions

• The stock option grant to Michael Lee, a director, is a transaction with a related party.
• The arrangement where Mr. Lee holds the options as a nominee for Redmile Group, LLC, and assigns all rights to Redmile, constitutes a related party arrangement, as Redmile is represented on the board.

Stakeholder Impact

• Shareholders: The grant aligns the interests of a director (and by extension, Redmile Group) with shareholder value. The low exercise price could be seen as a positive incentive for growth.
• Management: The continued service requirement for vesting incentivizes the director's ongoing contribution to the company.
• Redmile Group, LLC: Directly benefits from the economic and voting rights of the granted options, reinforcing its stake and influence in Shattuck Labs.

Next Steps

• The stock options will vest on the earlier of July 14, 2026, or immediately prior to the next annual meeting of Shattuck Labs, Inc. shareholders, subject to continued service.

Key Dates

Recommendation

Keywords

Shattuck Labs, STTK, Michael Lee, Redmile Group, stock option, beneficial ownership, SEC Form 4, director compensation, corporate governance, equity grant