Cindy Driscoll
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):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($USD) | —* | —* | -$10.658M* | -$14.863M* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| hC Bioscience, Inc. | SVP Finance | Sep 2023–Mar 2025 | Senior finance leadership at a biotech company |
| Magenta Therapeutics, Inc. (now Dianthus Therapeutics, Inc.) | SVP Finance | Jun 2017–Sep 2023 | Senior finance leadership at a publicly listed biotech |
| Tokai Pharmaceuticals, Inc. | VP Finance | Jun 2011–Jun 2017 | Finance leadership at a biopharmaceutical company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in reviewed filings |
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $355,000 per year | Jun 17, 2025 | As per offer letter |
| Target Annual Bonus | Up to 35% of base salary | Jun 17, 2025 | Discretionary; Board-determined |
Performance Compensation
Annual Incentive Structure
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Annual Bonus | Discretionary | Up to 35% of base | Not disclosed | Not disclosed | Determined by Board; specific metrics not disclosed |
Equity Awards (Grants, Vesting, Terms)
| Award Type | Grant/Effective Date | Shares/Units | Strike/Price | Vesting | Plan/Notes |
|---|---|---|---|---|---|
| Stock Option | Jun 17, 2025 | 200,000 | Exercise price = closing price on grant date | 25% 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
| Topic | Terms | Notes |
|---|---|---|
| At-Will Employment | Yes | Company may terminate employment at any time; employee likewise may resign at any time |
| Confidentiality/Non-Compete/Non-Solicit | Required | Confidential information, inventions assignment, non-competition and non-solicitation agreement as a condition of employment; specific duration not disclosed in 8-K summary |
| Indemnification | Yes | Will 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 Clawback | All awards subject to applicable clawback policy and law | Plan 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 .