Ryan Spencer
Cidara TherapeuticsAbout Ryan Spencer
Ryan Spencer, 47, is an independent Class I director at Cidara Therapeutics, serving since April 2024. He is CEO and a director of Dynavax Technologies (since 2019) and previously held senior roles across commercial, finance, investor relations, and corporate strategy at Dynavax, after earlier positions at QRS Corporation and Ernst & Young; he holds a B.A. in Business Economics from UC Santa Barbara . He was initially appointed to Cidara’s Board pursuant to a Securities Purchase Agreement dated April 23, 2024, and is nominated for re‑election at the 2025 annual meeting to a term ending in 2028; the Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynavax Technologies | CEO and Director; previously SVP Commercial; roles in finance, IR, corporate strategy | 2019–present (CEO); with company since 2004 | Led HEPLISAV‑B launch and CpG 1018 adjuvant supply (nearly 1B COVID-19 doses) |
| QRS Corporation | Assistant Controller | Prior to 2004 | Finance and controls experience |
| Ernst & Young | Audit practice member | Prior to QRS | Audit/financial reporting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dynavax Technologies (NASDAQ: DVAX) | CEO and Director | 2019–present | Commercial-stage biopharma leadership |
| Biotechnology Innovation Organization (BIO) | Active member | n/a | Industry engagement |
Board Governance
- Independence: The Board determined all directors except the CEO (Dr. Stein) are independent; Spencer qualifies under Nasdaq Rule 5605(a)(2) .
- Committee assignments: No standing committee memberships in 2024 (Audit, Compensation & Human Capital, Nominating & Governance); not a chair .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board/committee meetings; independent directors held five executive sessions .
- Board structure: Independent Chair (Daniel Burgess) with separate CEO and committee chairs; governance designed for objective oversight .
- Tenure and election: Class I director; nominated for re‑election in 2025 to serve through 2028; all then-serving directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Ryan Spencer) |
|---|---|---|
| Annual Board Cash Retainer | $40,000 (Chair: $70,000) [policy amended Dec 2024] | $27,444 (partial year) |
| Committee Member Retainers | Audit $10,000; Comp & Human Capital $7,500; Nominating & Governance $5,000 (chairs: $20,000/$15,000/$10,000; member retainer not additive) | $0 (no committee roles) |
| Meeting Fees | None disclosed | — |
Performance Compensation
| Component | 2024 Grant/Value | Vesting / Terms |
|---|---|---|
| Option Awards (grant-date fair value) | $58,073 | Director policy: Annual option grant vests in one installment on the earlier of first anniversary or day prior to next annual meeting; initial grant vests 1/3 on first anniversary and monthly over next two years; both accelerate upon change of control |
| Options Held (as of 12/31/2024) | 6,375 options | Standard ten‑year term; time‑based vesting; no repricing without stockholder approval |
| Options Exercisable within 60 days (as of 4/21/2025) | 3,660 shares (right to acquire) | Insider policy prohibits hedging/pledging; awards subject to clawback |
Performance metrics for director compensation: None disclosed; director equity awards are time‑based. While the Amended 2024 Plan permits performance awards, director grants are structured as options with time‑based vesting; plan disallows repricing without stockholder approval and specifies change‑in‑control treatment if awards are not assumed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Dynavax Technologies | CEO and Director | Not disclosed in CDTX proxy | No related‑party transactions disclosed between CDTX and Dynavax; Spencer’s CDTX appointment tied to an investor SPA in April 2024 (board composition changes), but independence affirmed |
Expertise & Qualifications
- Vaccine commercialization and market leadership (HEPLISAV‑B US adult market lead; EU/GB approvals) .
- Strategic scaling of a public biopharma through finance, investor relations, and corporate strategy roles .
- Audit/finance grounding from Ernst & Young and controller experience at QRS Corporation .
- Active industry engagement via BIO .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common) | 3,660 shares (all options exercisable within 60 days of 4/21/2025); <1% of outstanding | |
| Options Held (12/31/2024) | 6,375 shares | |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, margin, pledging, derivative hedges) |
Governance Assessment
- Board effectiveness: Spencer brings commercial and strategic expertise from a public vaccine company; independence is affirmed and he is not on audit/compensation committees—reducing conflict risk while limiting direct committee influence .
- Compensation and alignment: 2024 director pay was predominantly equity ($58,073 options vs $27,444 cash; ~68% equity), supporting alignment; policy increased standard director option grants in Dec 2024 (initial to 22,200; annual to 11,100), which may signal higher equity reliance across the Board .
- Engagement: Meets attendance thresholds; Board held five independent executive sessions in 2024, supporting independent oversight .
- Conflicts/related-party exposure: No related‑party transactions involving Spencer disclosed; his appointment via investor SPA indicates investor engagement in board composition but independence remains affirmed .
- Risk indicators: Company prohibits hedging/pledging; plan prohibits option repricing without shareholder approval and includes clawback provisions—positive governance signals. No Section 16 delinquency cited for Spencer in 2024 .
RED FLAGS: Magnitude increase in standard director option grants in Dec 2024 (initial and annual) may reflect pay inflation risk if not tied to broader market benchmarking; however, the Compensation & Human Capital Committee engaged Aon to benchmark executive and director programs in 2024 . Spencer’s appointment via SPA denotes investor-driven board changes; monitor ongoing investor influence and independence safeguards .
Director Compensation Detail (2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $27,444 |
| Option Awards (Grant-Date Fair Value) | $58,073 |
| Total | $85,517 |
Director Compensation Policy (current)
| Cash Retainers | Amount |
|---|---|
| Board Annual Retainer | $40,000 (Chair: $70,000) |
| Committee Member Retainers | Audit $10,000; Compensation & Human Capital $7,500; Nominating & Governance $5,000 |
| Committee Chair Retainers | Audit $20,000; Compensation & Human Capital $15,000; Nominating & Governance $10,000 |
| Equity Grants | Amount | Vesting |
|---|---|---|
| Initial Option Grant | 22,200 shares | 1/3 at 1-year anniversary; remainder monthly over next 2 years; accelerates on change in control |
| Annual Option Grant | 11,100 shares | Single installment on earlier of 1-year anniversary or day before next annual meeting; accelerates on change in control |
Notes on Change-in-Control and Clawbacks
- If awards are not assumed or substituted in a transaction, vesting accelerates in full; performance awards deemed achieved at target or actual, whichever higher; unexercised awards terminate at the effective time unless cashed out .
- Awards under the Amended 2024 Plan are subject to the Company’s incentive compensation clawback policy (Dodd‑Frank compliant) .
Attendance and Board Activity (2024)
| Metric | Value |
|---|---|
| Board Meetings | 6 |
| Executive Sessions (Independent Directors) | 5 |
| Attendance Threshold | All directors ≥75% of Board/committee meetings |