Aoife Brennan
About Aoife Brennan
Aoife Brennan, M.B., Ch.B., 49, is President and Chief Executive Officer of Climb Bio (CLYM) and has served on the board since June 2024. She previously led Synlogic as CEO (2018–2024) and held senior leadership at Biogen overseeing approvals for ALPROLIX, ELOCTATE, and SPINRAZA; she currently serves on the boards of Fibrogen (since Aug 2020) and Xilio Therapeutics (since Jun 2024) . As an executive director, she is not independent under Nasdaq rules; CLYM separates the CEO and Chair roles, with Douglas Williams as Chair, and independent directors meet in executive session at least twice annually . TSR, revenue growth, and EBITDA growth during her tenure are not disclosed in the proxy, consistent with reduced disclosures for an emerging growth company .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synlogic, Inc. | President & CEO | 2018–2024 | Led company; board service through March 2024 |
| Biogen | VP & Head, Rare Disease Innovation Unit | Not disclosed | Led programs and global approvals of ALPROLIX, ELOCTATE, SPINRAZA; advanced early-phase programs and collaborations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fibrogen Inc. | Director | 2020–present | Public company directorship |
| Xilio Therapeutics, Inc. | Director | 2024–present | Public company directorship |
| Synlogic, Inc. | Director | 2018–2024 | Executive director during CEO tenure |
| Ra Pharmaceuticals, Inc. | Director | 2018–2020 | Served until acquisition in April 2020 |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annualized Base Salary ($) | $650,000 | $669,500 (effective Jan 1, 2025) |
| Salary Paid ($) | $330,000 (partial-year) | Not disclosed |
| Target Bonus (%) | 55% of base | 55% of base |
| Actual Bonus Paid ($) | $181,500 (pro-rated annual bonus) | Not disclosed |
| Director Fees | None (no extra pay for board service) | Not disclosed |
Performance Compensation
- Annual cash bonus: Based on board assessment of corporate goals; specific metrics and weightings are not disclosed. Dr. Brennan received a pro-rated bonus for 2024; target bonus equals 55% of base salary .
- Equity awards granted on appointment (service-based vesting):
- Stock option: 550,000 shares at $7.53 strike; 10-year term to 06/26/2034; vests 25% at first anniversary then monthly over 36 months .
- RSUs: 275,000 units; vest 25% annually over four years from grant date .
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Corporate goals | Not disclosed | 55% of base | $181,500 (pro-rated) | N/A |
| RSUs (275,000) | Service | N/A | N/A | N/A | 25% annually over 4 years |
| Options (550,000 @ $7.53) | Service | N/A | N/A | N/A | 25% at 1 year, then monthly; expires 06/26/2034 |
Equity Ownership & Alignment
- Stock ownership guidelines: CLYM does not have formal executive equity ownership guidelines; equity grants are used to build long-term alignment .
- Anti-hedging: Policy prohibits short sales and derivatives; hedging transactions are banned; pledging is not specifically addressed .
Outstanding awards (as of 12/31/2024):
| Item | 12/31/2024 |
|---|---|
| Unexercisable Options (#) | 550,000 |
| Option Exercise Price ($) | $7.53 |
| Option Expiration | 06/26/2034 |
| Unvested RSUs (#) | 275,000 |
| Market Value of Unvested RSUs ($) | $495,000 (based on 12/31/2024 closing price) |
Beneficial ownership (as of 3/31/2025):
| Item | 3/31/2025 |
|---|---|
| Shares Beneficially Owned | 0 (less than 1%) |
| Ownership % of Outstanding Shares | <1% of 67,575,767 shares |
Employment Terms
| Term | Details |
|---|---|
| Start Date | June 27, 2024 |
| Base Salary | $669,500 effective Jan 1, 2025; previously $650,000 annualized in 2024 |
| Target Bonus | 55% of base salary |
| Severance (no change-in-control) | 18 months base salary + pro-rated target bonus for year of termination; up to 18 months COBRA; accelerate time-based awards scheduled to vest in next 18 months |
| Change-in-Control (double trigger) | 24 months base salary + 2x target bonus; up to 18 months COBRA; full acceleration of all time-based unvested equity; triggered by termination without cause or resignation for good reason within the three months before, as of, or within 12 months after a change-in-control |
| Clawback | Company-wide clawback policy adopted Oct 2, 2023 per Rule 10D-1; recoupment of erroneously awarded incentive compensation following required restatements, regardless of misconduct or fault |
| Grant Timing / MNPI | Equity grant timing avoids periods around filings or MNPI; not made within window beginning 4 business days before and ending 1 business day after 10-Q/10-K filings or MNPI 8-Ks |
Board Governance
- Role and independence: Brennan is CEO and a director; she is not independent under Nasdaq rules .
- Leadership structure: Chair and CEO roles are separated; Douglas Williams serves as Chair; if Chair is not independent, the board designates a Lead Independent Director per guidelines .
- Committees: Brennan is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees; current committee memberships are comprised of independent directors .
- Board attendance: The board met five times in 2024; all directors then in office attended at least 75% of meetings and their committee meetings .
- Executive sessions: Independent directors meet at least twice annually in executive session .
- Director pay: Brennan received no additional director compensation; director compensation applies to non-employee directors only .
Director Compensation (for executives serving as directors)
| Item | 2024 |
|---|---|
| Additional Director Cash Retainer | $0 (executive; not eligible under non-employee policy) |
| Director Equity Grant | None (executive; not eligible under non-employee policy) |
Performance & Track Record
- Achievements: At Biogen, Brennan’s unit responsibilities included successful global approvals of ALPROLIX, ELOCTATE, and SPINRAZA; at Synlogic, she served as CEO and director .
- Stock performance during her CLYM tenure: Not disclosed in proxy; CLYM is an emerging growth company with reduced compensation and governance disclosures .
Compensation Committee Analysis
- Process: Compensation Committee sets base salaries, targets, and grants based on market comparables, historical levels, individual/corporate performance, and retention needs; CEO evaluated by Committee; other executives evaluated by CEO with Committee oversight .
- Consultant: Aon Radford engaged in 2024; Committee assessed independence and found no conflicts .
Equity Ownership & Alignment Analysis
- Alignment levers: Large time-based RSUs (275,000) and options (550,000 @ $7.53) tie realized value to multi-year retention and share price over a 10-year term .
- Skin-in-the-game: As of March 31, 2025, Brennan had no beneficially owned common stock; alignment currently rests in unvested equity grants rather than open-market holdings .
- Hedging/Pledging: Hedging and derivative transactions are prohibited; pledging is not explicitly addressed .
Employment & Contracts (Retention risk)
- Protection: Robust severance and double-trigger change-in-control benefits with full acceleration of time-based equity in CoC termination scenarios mitigate personal downside risk; non-CoC protections include accelerated vesting of awards scheduled to vest within 18 months .
- Non-compete / non-solicit / garden leave: Not disclosed in proxy .
Investment Implications
- Pay-for-performance alignment: Brennan’s 2024 compensation was weighted heavily to equity ($3.41M options; $2.07M RSUs), with a pro-rated cash bonus ($181.5K). Equity is service-based rather than performance-based, focusing alignment on retention and long-term equity value rather than specific operating metrics .
- Vesting and potential selling pressure: RSUs vest 25% annually from June 27; options vest monthly after year one. While the company’s insider policy restricts hedging and derivatives, sell-to-cover practices are not described; mechanical tax-related sales around vest dates could occur but are not disclosed .
- Governance quality: Separation of Chair/CEO, independent committees, clawback policy, and structured grant timing around MNPI are positives. Brennan’s non-independence is standard for an executive director; she is not on key committees, preserving oversight independence .
- Retention risk: Strong severance and CoC terms reduce personal risk and support retention through multi-year vesting. Absence of executive stock ownership guidelines means alignment is primarily via granted equity rather than mandated holdings .
- External network: Current board roles at Fibrogen and Xilio expand industry network; no related-party transactions involving Brennan are disclosed. Large shareholders and certain related-party service agreements exist at the company level but are not tied to Brennan .