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Cindy Driscoll

Senior Vice President, Finance; Principal Financial Officer and Principal Accounting Officer at Climb Bio
Executive

About Cindy Driscoll

Cindy Driscoll, age 59, was appointed Senior Vice President, Finance and designated as Climb Bio’s principal financial officer and principal accounting officer effective June 17, 2025; as of October 1, 2025 she ceased serving as principal financial officer and continues as principal accounting officer . She previously held senior finance leadership roles at hC Bioscience (SVP Finance, Sep 2023–Mar 2025), Magenta Therapeutics (SVP Finance, Jun 2017–Sep 2023), and Tokai Pharmaceuticals (VP Finance, Jun 2011–Jun 2017), and holds an MBA from Suffolk University and a BS in Economics from SUNY Oswego . Company-wide incentive alignment policies include an anti-hedging insider trading policy and a Dodd-Frank-compliant clawback policy adopted October 2, 2023 .

Operating performance during her tenure (company-level):

MetricQ4 2024Q1 2025Q2 2025Q3 2025
EBITDA ($USD)—*—*-$10.658M*-$14.863M*
Values retrieved from S&P Global.*

Past Roles

OrganizationRoleYearsStrategic Impact
hC Bioscience, Inc.SVP FinanceSep 2023–Mar 2025Senior finance leadership at a biotech company
Magenta Therapeutics, Inc. (now Dianthus Therapeutics, Inc.)SVP FinanceJun 2017–Sep 2023Senior finance leadership at a publicly listed biotech
Tokai Pharmaceuticals, Inc.VP FinanceJun 2011–Jun 2017Finance leadership at a biopharmaceutical company

External Roles

OrganizationRoleYearsNotes
None disclosed in reviewed filings

Fixed Compensation

ComponentAmountEffective DateNotes
Base Salary$355,000 per yearJun 17, 2025As per offer letter
Target Annual BonusUp to 35% of base salaryJun 17, 2025Discretionary; Board-determined

Performance Compensation

Annual Incentive Structure

MetricWeightingTargetActualPayoutNotes
Annual BonusDiscretionaryUp to 35% of baseNot disclosedNot disclosedDetermined by Board; specific metrics not disclosed

Equity Awards (Grants, Vesting, Terms)

Award TypeGrant/Effective DateShares/UnitsStrike/PriceVestingPlan/Notes
Stock OptionJun 17, 2025200,000Exercise price = closing price on grant date25% on Jun 17, 2026; remainder in 36 equal monthly installments thereafter (monthly vest through Jun 17, 2029)Granted under 2025 Inducement Plan; non-qualified; service-based vesting

Equity Ownership & Alignment

  • Beneficial ownership: Not disclosed in the March 31, 2025 Security Ownership table (she joined June 2025, after the table’s date) .
  • Equity mix: Option-only inducement grant, with a one-year cliff and then monthly vesting, aligning long-term retention .
  • Stock ownership guidelines: The company discloses no formal executive equity ownership guidelines; it uses equity grants to build ownership culture .
  • Anti-hedging: Policy prohibits short sales, options and derivatives, and other hedging transactions by employees and officers .
  • Clawback: Incentive Compensation Recoupment Policy (Rule 10D-1 compliant) effective October 2, 2023 applies to current and former executive officers .
  • Pledging: No explicit pledging disclosure noted in reviewed materials; insider policy addresses hedging restrictions .

Employment Terms

TopicTermsNotes
At-Will EmploymentYesCompany may terminate employment at any time; employee likewise may resign at any time
Confidentiality/Non-Compete/Non-SolicitRequiredConfidential information, inventions assignment, non-competition and non-solicitation agreement as a condition of employment; specific duration not disclosed in 8-K summary
IndemnificationYesWill enter standard indemnification agreement (form on file with S-1)
Severance (No CIC)If employed ≥12 months: lump sum equal to 6 months base salary + Target Amount; COBRA up to 6 months; vesting acceleration of time-based awards scheduled in 3 months post-termination. If employed <12 months: lump sum equal to 3 months base salary + Target Amount; COBRA up to 3 months; same limited vesting acceleration.Subject to release and other conditions
Severance (With CIC)Lump sum equal to 9 months base salary + Target Amount + any unpaid prior-year bonus; COBRA up to 9 months; full acceleration of all unvested time-based equity awards.Subject to release and other conditions; applies during 3 months prior to, as of, or within 12 months post-CIC
Equity Plan ClawbackAll awards subject to applicable clawback policy and lawPlan includes clawback/recovery provisions consistent with listing standards and Dodd-Frank

Performance & Track Record

  • Tenure transitions: Appointed PFO and PAO on Jun 17, 2025; ceased PFO role on Oct 1, 2025 as the company appointed a CFO, and continues as PAO—indicates scaling of finance leadership depth .
  • Company policies: Robust governance on insider trading and clawbacks; indemnification for officers per DGCL and company bylaws .

Investment Implications

  • Alignment and retention: Option-only inducement grant with a one-year cliff and then monthly vesting reduces near-term selling pressure (no vest until Jun 17, 2026) and encourages multi-year retention .
  • Severance economics: Non-CIC cash severance of 6 months base plus target bonus (after 12 months service) is moderate; CIC terms (9 months base, target bonus, full time-based equity acceleration) could create selling pressure in an M&A scenario if options are in-the-money .
  • Risk controls: Anti-hedging policy and clawback framework lower misalignment and misconduct risk; no formal ownership guidelines may limit enforced “skin in the game,” though equity grants are used to promote ownership .
  • Organizational signaling: Transition to a dedicated CFO in Oct 2025, with Driscoll continuing as PAO, suggests increasing finance sophistication without indicating governance concerns on its face .