Tomas Kiselak

About Tomas Kiselak

Independent director since June 2023 (previously on the board of managers of Apogee Therapeutics, LLC from 2022 to July 2023). Age 38 (as of April 29, 2025). Managing Member and co‑founder of Fairmount Funds Management (healthcare investment firm, founded April 2016); previously Managing Director at RA Capital Management. B.S. in neuroscience and economics from Amherst College. Core credentials: biotech investing, board leadership, capital allocation.

Past Roles

External Roles

Board Governance

• Independence: Board determined Kiselak is independent under Nasdaq rules; the Board considered relationships with significant investors and related‑party transactions and still concluded independence.
• Committee assignments: None (not on Audit, Compensation, or Nominating). 2024 committee meetings: Audit (4), Compensation (5), Nominating (3).
• Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
• Executive sessions: Independent directors have the opportunity to meet in executive session at every regular Board meeting.
• Board structure context: Classified board; supermajority provisions for certain changes; plurality voting for directors.

Fixed Compensation

• Director compensation policy (effective Feb 2024): cash retainers of $40,000 (Board), plus committee/member chair fees per policy. Amended Mar 2025 (effective at 2025 AGM) to increase certain committee retainers.

Performance Compensation

• As of Dec 31, 2024, he held options to purchase 15,919 shares (director options outstanding).
• Director equity policy caps, vesting, and annual grant values (initial and annual) are specified; limits and values were increased in Mar 2025 (initial $800,000 FV cap up to 35,000 options; annual $400,000 FV cap up to 17,500 options).
• Compensation consultant: Alpine Rewards engaged; Committee determined independence and no conflicts.

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare/biotech investing leader (Fairmount co‑founder; prior RA Capital); extensive public‑company board experience; capital markets expertise.
• Education: B.S., neuroscience and economics, Amherst College.
• Board skills emphasized by Nominating Committee include leadership and financial expertise, which his background supports.

Equity Ownership

**Footnotes/structural notes:

• Fairmount Funds entities hold significant APGE positions; as Fairmount managing member, Kiselak “may be deemed” to share voting/investment power; Fairmount, Harwin, and Kiselak disclaim beneficial ownership except to the extent of pecuniary interest. Non‑voting shares can be converted subject to the 9.99% cap, which constrains voting power relative to economic ownership.

Related‑Party Exposure and Conflicts

• Paragon relationship: APGE has multiple discovery/option and license agreements with Paragon, a company controlled by Fairmount Funds (Fairmount appointed the sole director and approves Paragon executive appointments). APGE recognized $26.3M of expense in 2023 and $19.2M in 2024 related to Paragon services; multiple milestone payments were made (e.g., $2.0M for APG777 Phase 1 dosing in 2023; $2.0M for APG808 dosing in Q1’24; $2.0M for APG990 dosing in Q3’24; $5.0M for APG333 dosing in Q4’24).
• Process/controls: APGE has a written related‑party transaction policy (Audit Committee approval; conflicted directors recuse). The initial 2022 Option Agreement with Paragon predated formal policy adoption. The Board says the Paragon agreements were negotiated at arm’s‑length and on market terms.
• Independence determination explicitly considered relationships with significant investors and related transactions; Kiselak remains classified as independent.

Governance Assessment

• Strengths

  • Independent director with deep biotech investing and board experience; adds capital markets perspective and portfolio company oversight expertise.
  • High equity alignment: 2024 director compensation heavily equity‑based (stock options $349,828 vs. $40,000 cash), aligning incentives with shareholders.
  • Anti‑hedging policy in place; compensation consultant independence affirmed.
  • Board reported ≥75% attendance for all directors; independent director executive sessions at each regular meeting.

• Watch items / potential risks

  • RED FLAG: Extensive related‑party exposure via Paragon (supplier) controlled by Fairmount, where Kiselak is a managing member; material cash flows and milestone payments create perceived conflict risk despite stated arm’s‑length terms and Audit Committee oversight (and the 2022 agreement pre‑policy).
  • Concentrated ownership via Fairmount‑affiliated holdings (economic ownership ~14.9% with 4.7% voting power due to non‑voting class). While voting is capped, the economic stake is significant; continued transparency and recusal on conflicted matters are critical.
  • Multiple external public boards (VRDN Chair; SYRE; ZBIO) and overlapping interlocks with other APGE directors (Spyre; Zenas) could raise time‑commitment and group‑think concerns; the Nominating Committee monitors director time commitments.

• Context on director pay program

  • Policy emphasizes options with time‑based vesting (no performance metrics), promoting retention but not pay‑for‑performance against explicit targets; 2025 policy increases grant values and committee fees—monitor for pay inflation and alignment over time.

Overall: Kiselak brings relevant sector expertise and meaningful economic alignment. The principal governance sensitivity is Fairmount’s control of Paragon (a key R&D partner), necessitating rigorous conflict management (Audit Committee approval, recusals, and clear disclosure) to sustain investor confidence.