Gina Consylman
ASSEMBLY BIOSCIENCESAbout Gina Consylman
Independent director since October 2020 (age 53); currently Chief Financial Officer and Chief Operating Officer, R&D at Takeda Pharmaceutical Company Limited (since May 2024). Prior roles include CFO positions at Vedere Bio II and bluebird bio, and senior finance leadership at Ironwood, Analogic, Biogen, and Varian; she holds a B.S. in accounting (Johnson & Wales) and an M.S. in taxation (Bentley) and is a CPA. The Board has determined she is independent under Nasdaq rules; she is designated an “audit committee financial expert.” Tenure on ASMB’s board is five years; all directors attended the 2024 annual meeting and met the ≥75% attendance threshold for Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Pharmaceutical Company Ltd. | CFO & COO, R&D | May 2024–present | R&D finance and operations leadership |
| Takeda | Head, R&D Strategy & External Innovation; R&D CFO | Jun 2023–May 2024 | Strategy and external innovation leadership |
| Vedere Bio II, Inc. | Chief Financial Officer | Apr 2022–Apr 2023 | Built finance organization |
| bluebird bio, Inc. | Chief Financial Officer; earlier CFO of Severe Genetic Disease business | Nov 2021–Apr 2022; prior | Finance leadership in gene therapy |
| Ironwood Pharmaceuticals, Inc. | SVP & CFO; earlier VP Finance & Chief Accounting Officer; VP Corporate Controller & CAO | Nov 2017–Jul 2021; Aug 2015–Nov 2017; Jun 2014–Jul 2015 | Led finance transformation |
| Analogic Corporation | VP Corporate Controller & Principal Accounting Officer | Feb 2012–Jun 2014 | Corporate controller; SEC reporting |
| Biogen Inc. | Roles culminating in Senior Director, Corporate Accounting | Nov 2009–Feb 2012 | Corporate accounting leadership |
| Varian Semiconductor Equipment Associates | Corporate Controller | Prior to Biogen | Corporate controller |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verastem, Inc. (public) | Director; Audit Committee Chair | Oct 2018–Nov 2021 | Chaired audit committee; public co governance |
Board Governance
- Independence: Board affirms Consylman is independent under Nasdaq rules .
- Committee memberships: Audit Committee member (and “audit committee financial expert”); Compensation Committee member; not a chair of either .
- Board/committee activity: Board met 6 times (2024); independent directors held 4 executive sessions; Audit met 5; Compensation met 5; Nominating & Governance met 4; Science & Technology met 1 (schedule change to resume 2×/year in 2025). All directors attended ≥75% of Board/committee meetings, and all attended the 2024 annual meeting .
- Leadership structure: Independent Chair (William R. Ringo, Jr.); CEO not Chair .
| Engagement Metrics | 2024 | Notes |
|---|---|---|
| Board meetings held | 6 | Independent directors held 4 executive sessions |
| Audit Committee meetings | 5 | Consylman member; designated “financial expert” |
| Compensation Committee meetings | 5 | Consylman member |
| Nominating & Governance meetings | 4 | Not a member |
| Science & Technology meetings | 1 | Not a member |
| Attendance threshold met | ≥75% for all directors | Annual meeting attendance: all directors |
Fixed Compensation
- Structure: Non-employee directors receive cash retainers plus annual equity option grants; no per-meeting fees; Gilead designees receive no compensation; employees (e.g., CEO) receive no separate director pay .
- 2024 cash retainers (schedule): Board $40,000; Chair $80,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating/Science Chair $10,000; Nominating/Science Member $5,000 .
- 2024 actual compensation (Consylman): Fees earned $57,500; Option awards grant-date fair value $31,751; Total $89,251 .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees earned (cash) | $57,500 |
| Option awards (ASC 718 grant-date FV) | $31,751 |
| Total | $89,251 |
Performance Compensation
- Equity program: Non-employee directors re-elected at the annual meeting received options to purchase 2,750 shares, vesting in full by the next annual meeting or first anniversary; exercise price = FMV at grant; 10-year term. New directors would receive 5,500 options vesting over 3 years. Non-employee directors are excluded from the proposed 2025 broad-based PSU retention program (Amendment No. 2) .
- Pay-for-performance signals: Options only have value if stock price appreciates; minimum vesting standards apply to all awards; no repricing without stockholder approval .
| Equity Award Terms (Directors) | 2024 Grant Mechanics | Vesting/Term | Inclusion in 2025 PSU Program |
|---|---|---|---|
| Annual option grant (re-elected directors) | 2,750 options; strike = FMV at grant | Vests in full by next annual meeting or 1 year; 10-year term | Not included (directors excluded) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (matrix shows 0 other public boards) |
| Prior public boards | Verastem, Inc. – Director; Audit Chair (2018–2021) |
| Potential interlocks/conflicts | Employed by Takeda; no related-party transactions disclosed with Takeda; Board determined independence |
Expertise & Qualifications
- Finance/accounting depth (CPA); prior CFO roles across biotech and devices; designated Audit Committee Financial Expert by the Board .
- Corporate governance and public company board experience (Verastem audit chair) .
- Strategic planning and operations exposure via Takeda R&D leadership .
- Education: B.S. accounting (Johnson & Wales); M.S. taxation (Bentley) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 8,998 |
| % of shares outstanding | <1% |
| Unexercised director options held (12/31/2024) | 8,998 |
| Pledged shares | Company discloses no pledging arrangements that may result in a change in control; insider policy prohibits hedging/pledging |
| Ownership guidelines | None adopted; reviewed annually |
Governance Assessment
- Strengths: Independence affirmed; dual service on Audit and Compensation Committees with “financial expert” designation; strong attendance culture and independent Chair structure; insider trading policy prohibits hedging/pledging; clawback policy compliant with SEC/Nasdaq; no excise tax gross-ups; say-on-pay support ~99% in 2024 indicates broad investor alignment .
- Compensation alignment: Director pay modest and primarily at-risk via options; clear minimum vesting and anti-repricing protections; directors excluded from employee PSU program, limiting potential conflict over plan allocation .
- Conflicts/related-party exposure: Gilead is a significant holder (28.9%) with two board designees; Consylman is not a Gilead designee. Related-party transactions are concentrated around the Gilead collaboration and equity agreements; no Takeda-related transactions disclosed, and the Board affirms independence .
- Engagement signals: Board and committees met regularly; all directors achieved ≥75% attendance and attended annual meeting; independent directors held executive sessions .
- Watch items: External executive role at Takeda implies a significant time commitment; continued monitoring of attendance/engagement is prudent, though 2024 thresholds were met .
RED FLAGS: None disclosed specific to Consylman. No related-party transactions tied to her; no pledging; no hedging; no excise tax gross-ups; no option repricing; directors excluded from PSU retention program .