Michael Tomsicek
About Michael Tomsicek
Independent director since October 2022; age 59. Audit Committee Chair and designated “audit committee financial expert.” Previously CFO at CRISPR Therapeutics AG (Nov 2017–Oct 2021) and Abiomed, Inc. (Jul 2015–Aug 2017). Holds an M.B.A. and B.S. in Engineering from the University of Wisconsin.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Chief Financial Officer | Nov 2017–Oct 2021 | Senior finance leadership in gene editing; relevant for audit expertise |
| Abiomed, Inc. | Chief Financial Officer | Jul 2015–Aug 2017 | Senior finance leadership in med devices; relevant for audit expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milestone Pharmaceuticals USA, Inc. | Director | Since Apr 2019 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; not a member of Compensation or Nominating & Governance. Board determined he is independent under Nasdaq rules; he is the audit committee financial expert.
- 2024 meeting cadence and attendance: Board (5), Audit (4), Compensation (4), Nominating & Governance (0 formal). Each director attended at least 75% of Board and applicable committee meetings.
- Audit Committee composition and duties: Tomsicek (Chair), Magovčević-Liebisch, DiRocco; oversees financial reporting, auditor selection, internal controls, and related-party transaction approval.
- Compensation/Nominating: Compensation Committee (Baum, Palani, Shacham); Nominating & Governance Committee (Palani—Chair, DiRocco, Baum).
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 58,750 | Actual director cash fees for the year |
Director cash retainer policy (non-employee):
| Component | Annual Retainer ($) |
|---|---|
| Board annual retainer | 40,000 |
| Lead Independent Director (if applicable) | 20,000 |
| Audit Committee Chair | 15,000 |
| Audit Committee Member (non-chair) | 7,500 |
| Compensation Committee Chair | 15,000 |
| Compensation Committee Member (non-chair) | 7,500 |
| Nominating & Governance Chair | 10,000 |
| Nominating & Governance Member (non-chair) | 5,000 |
Performance Compensation
| Year | Option Awards ($) | Equity Program Features |
|---|---|---|
| 2024 | 92,286 | Non-employee directors receive stock options (10-year term; strike = FMV at grant). Initial award grant-date fair value $315,000 (cap 32,500 shares), vests monthly over 3 years; Annual award $210,000 (cap 20,275 shares), vests monthly over 1 year; full vesting upon change of control per plan. |
No director performance-linked metrics are disclosed; vesting is time-based.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Major shareholder representation | RA Capital holds 26.7% and has board representation via Derek DiRocco; board independence affirmed for Tomsicek. |
| Compensation committee interlocks | None required to be disclosed for 2024. |
Expertise & Qualifications
- Designated audit committee financial expert; satisfies Nasdaq financial sophistication requirements.
- Senior public-company CFO experience (CRISPR Therapeutics, Abiomed).
- Engineering and MBA educational background; aligns with audit oversight and risk management.
Equity Ownership
| Holder | Beneficially Owned Shares (#) | Ownership (%) | Basis |
|---|---|---|---|
| Michael Tomsicek | 51,595 | <1% | Shares exercisable within 60 days of Apr 21, 2025; options exercisable counted per SEC rules. |
| Total shares outstanding (for % calc) | 31,354,984 | — | Shares outstanding as of Apr 21, 2025. |
| Options outstanding (total, as of 12/31/2024) | 55,510 | — | Total option awards outstanding (vested + unvested split not disclosed). |
Form 4 insider trade records could not be retrieved due to API authorization error; no additional insider trading data included. (Attempted insider-trades skill for ACRV, person “Michael Tomsicek,” 2023–2025.)
Governance Assessment
- Strength: Independent audit chair with audit committee financial expert designation; robust oversight mandate including auditor independence, internal controls, and related-party review—supports board effectiveness.
- Strength: Attendance threshold met (≥75%); regular audit committee activity (4 meetings in 2024) indicates engagement.
- Alignment: Director equity is option-based with time-based vesting; annual and initial grant frameworks typical for newly public biotech; change-of-control vesting terms fully accelerate options (disclosed plan feature).
- Potential conflict context (not tied to Tomsicek): RA Capital is a 26.7% holder with a partner on the board (DiRocco); board affirmed independence of directors including Tomsicek and utilizes audit committee review of related-party matters.
- Related-party exposure (not tied to Tomsicek): Palani received consulting fees ($29,250 in 2024) under an advisory agreement at $750/hour (cap $120,000/year); the board disclosed and considered this in independence determinations—oversight mitigant via audit committee policies.
- Controls and policies: Code of Conduct and Insider Trading Policy (filed as Exhibit 19.1 to 2024 10-K) and clawback policy under Compensation Committee—positive governance signals.
No related-person transactions disclosed involving Tomsicek; no legal proceedings or red-flag disclosures pertaining to him identified in the proxy.