Tomas Cihlar, Ph.D.
ASSEMBLY BIOSCIENCESAbout Tomas Cihlar, Ph.D.
Tomas Cihlar, Ph.D. (age 58) has served on Assembly Biosciences’ Board since December 2023 as a Gilead Sciences designee. He is Senior Vice President, Virology at Gilead (since Oct 2021), and previously served as Vice President, Research Virology (2015–2021). He holds an M.Sc. in biotechnology/bioengineering and a Ph.D. from institutions in Prague. The Board classifies him as not independent due to his Gilead designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | Senior Vice President, Virology | Oct 2021–present | Leads virology research programs; oversight across HIV, hepatitis, herpes, respiratory and emerging viruses |
| Gilead Sciences, Inc. | Vice President, Research Virology | Aug 2015–Oct 2021 | Leadership of antiviral discovery programs leading to novel candidates and regulatory filings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antiviral Therapy | Editorial Board Member | Not disclosed | Scientific editorial oversight |
| Antiviral Research | Editorial Board Member | Not disclosed | Scientific editorial oversight |
| Various advisory boards/committees | Member | Not disclosed | Advisory contributions in virology and drug development |
Board Governance
- Independence status: Not independent (Gilead designee); Board has six independent nominees among ten total .
- Committee assignments: None. He is not listed on Audit, Compensation, Nominating & Governance, or Science & Technology Committees .
- Attendance: Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings; independent directors held four executive sessions in 2024 .
- Board leadership: Independent Chair (William R. Ringo, Jr.) .
Fixed Compensation
- Policy: Non‑employee directors receive cash retainers and annual equity; however, Gilead designees (including Dr. Cihlar) receive no director compensation .
- 2024 compensation summary: $0 fees; $0 equity awards for Tomas Cihlar .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Gilead designees do not receive compensation |
| Committee/Chair fees | $0 | No committee service; Gilead designees unpaid |
| Meeting fees | $0 | Company does not pay per meeting |
| Total 2024 cash | $0 |
Reference schedule for non‑Gilead directors (for context): $40,000 base; 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 .
Performance Compensation
- Equity awards (director): None for Gilead designees; no options or RSUs granted .
- Director equity limit: Plan caps total non‑employee director compensation (cash plus equity grant-date value) at $1,000,000/year .
| Metric | Grant Date | Shares/Units | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|
| Stock options (annual) | N/A | 0 | N/A | $0 |
| RSUs/PSUs | N/A | 0 | N/A | $0 |
Other Directorships & Interlocks
- Other public company boards: None (matrix indicates 0 other public boards for Cihlar) .
- Interlocks/Related parties: Gilead holds ~28.9% of ASMB and has rights to designate two directors (currently Cihlar and Robert D. Cook II). Agreements include an October 2023 collaboration (upfront $85M; opt-in rights; milestone/royalty economics), and equity agreements (premium share purchases; 2024 warrant; standstill/lockup). Gilead’s designation and equity stake create governance interlocks to monitor .
Expertise & Qualifications
- Infectious diseases/antiviral research; drug discovery/development; oversight across HIV, hepatitis, herpes, respiratory/emerging infections; editorial roles indicate domain depth .
- Board skills matrix: Strategic planning and pharma industry expertise (board-wide), with no finance/accounting designation for his profile .
Equity Ownership
- Beneficial ownership: No shares reported (“—”), <1% of outstanding; footnote confirms Gilead designees do not receive option grants .
- Pledged shares: Company states no known pledging arrangements that may result in change of control .
- Vested/unvested/options/RSUs: None reported for Cihlar; no director options granted to Gilead designees .
- Ownership guidelines: Company currently has no stock ownership guidelines (Compensation Committee decided in May 2024 not to adopt given biotech volatility; annual review planned) .
| Category | Value | Notes |
|---|---|---|
| Shares beneficially owned | — | <1%; explicitly shown as “—” |
| % outstanding | <1% | Table indicates asterisk “*” (<1%) |
| Options exercisable (60 days) | 0 | Gilead designees receive no options |
| RSUs vesting (60 days) | 0 | None disclosed for Cihlar |
| Pledged/hedging | None known | Company discloses no pledging arrangements known |
Governance Assessment
- Independence and conflicts: RED FLAG—Non‑independent director designated by a 28.9% shareholder with extensive commercial agreements (collaboration, equity investments, warrants, rights to designate directors). This necessitates strong related‑party oversight and clear recusal protocols on Gilead‑related matters .
- Mitigating structures: Independent Chair; majority-independent Board; fully independent Audit, Compensation, and Nominating/Governance Committees; Audit Committee must pre‑approve and review related‑party transactions on arm’s‑length terms. Notably, Cihlar is not seated on any committee, limiting direct influence over audit/comp/nomination decisions .
- Director pay alignment: Positive signal—Gilead designees do not receive ASMB director compensation or equity grants, reducing direct pay‑related conflicts. Broader director pay program exists but excludes designees .
- Attendance/engagement: Met required attendance (≥75%) and attended annual meeting; independent directors held four executive sessions, supporting board effectiveness and oversight .
- Shareholder sentiment: 2024 Say‑on‑Pay passed with ~99% support, indicating overall governance/compensation confidence; continue monitoring given large minority holder influence .
Overall investor implications: While domain expertise is strong, the combination of Gilead’s significant equity stake, broad collaboration rights, and board designees is a governance sensitivity. The independent committee structure and lack of ASMB pay for designees are mitigants; ongoing vigilance on recusals and Audit Committee oversight of Gilead‑related decisions remains critical .