Stephen Thomas
About Stephen Thomas
Stephen Thomas, Ph.D., 36, joined Climb Bio’s board in June 2024 and is nominated for a three‑year term ending at the 2028 annual meeting . He is currently CEO and a director of Sera Medicines LLC (since Nov 2023) and Starfish Medicines (since Mar 2024), with prior CEO roles at Navigator Medicines (Aug 2024–Feb 2025) and Tenet Medicines (Nov 2023–Jun 2024, acquired by Climb Bio) . He previously served as CSO at ValenzaBio (2020–2023), led Discovery at Cerecor/Avalo (2018–2020), and co‑founded Ichorion Therapeutics; he holds a Ph.D. and M.S. in Chemistry from Columbia University and a B.S. in Chemistry from Rensselaer Polytechnic Institute . The board classifies Dr. Thomas as not independent under Nasdaq rules given his prior role with Tenet Medicines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navigator Medicines (private) | CEO & Director | Aug 2024 – Feb 2025 | CEO leadership at private biotech |
| Tenet Medicines, Inc. (private; acquired by Climb Bio) | CEO & Director | Nov 2023 – Jun 2024 | Led company acquired by Climb Bio |
| ValenzaBio Inc. (private) | Chief Scientific Officer | Feb 2020 – Jan 2023 | Antibody therapeutics for autoimmune disease |
| Cerecor, Inc. (now Avalo Therapeutics) | VP, Head of Discovery | Sep 2018 – Feb 2020 | Discovery leadership |
| Ichorion Therapeutics (private) | Co‑founder & CSO | Pre‑Sep 2018 | Co‑founded; acquired by Cerecor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sera Medicines LLC (private) | CEO & Director | Nov 2023 – Present | Minority owner in RA‑controlled entity; affiliate provided services to Climb Bio |
| Starfish Medicines (private) | CEO & Director | Mar 2024 – Present | CEO role |
Board Governance
- Board class/tenure: Joined June 2024; standing for election at the 2025 AGM for a term through 2028 .
- Independence: Not independent under Nasdaq rules (board cites his prior CEO/director role at Tenet) .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Governance committees as of 2024 (current members do not include Thomas) .
- Attendance: In 2024, each director then in office attended ≥75% of board/committee meetings (board met 5 times) .
- Executive sessions/governance baseline: Corporate governance guidelines provide for at least two executive sessions of independent directors annually .
Fixed Compensation
| Component | Amount | Period/Terms | Source |
|---|---|---|---|
| Cash director fees | $17,792 | 2024 | |
| Consulting fees (fixed) | $10,000/month | Jun 27, 2024 – Nov 1, 2024 | |
| Consulting fees (hourly) | $350/hour | Effective Nov 1, 2024 | |
| Transaction bonus (Tenet acquisition) | $150,000 | Paid Jul 2024 |
Director fee framework (context): 2024 non‑employee director cash retainer $35,000; committee retainers: Audit $7,500 member/$7,500 chair; Compensation $5,000 member/$5,000 chair; Nominating $4,000 member/$4,000 chair . Policy contained an annual director compensation limit of $750,000 (or $1,000,000 if first elected during the period), measured between annual meetings, for aggregate director compensation (equity valued at grant date) .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting/Performance Conditions | Status/Key Dates | Source |
|---|---|---|---|---|---|
| RSUs (time‑based) | Jun 27, 2024 | 100,375 | Time‑based: 50% vested Jan 1, 2025; 25% Mar 27, 2025; 25% Jun 27, 2025 (service‑based) | As scheduled; subject to continued service | |
| RSUs (performance‑based) | Jun 27, 2024 | 100,375 | Vests on achievement of specified operational milestones on or before Sep 30, 2025 (metrics not disclosed) | Contingent on milestone completion by Sep 30, 2025 | |
| Option awards | — | — | — | No 2024 option grants to Thomas |
Director equity accounting values (2024): Stock awards (RSUs) $1,511,648; total director compensation $1,732,767 (includes $203,327 other comp tied to consulting/bonus) .
Note: The proxy’s 2024 director compensation policy limit is $750,000 ($1,000,000 if first‑elected during the period); the company did not state whether Thomas’s consulting‑related RSUs were exempt from the limit. The disclosed grant date fair value of his RSUs ($1.51M) exceeds $1.0M, which may attract governance scrutiny unless carved‑out by policy or structured as non‑director service awards .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|---|
| Sera Medicines LLC | Private | CEO & Director | N/A | Sera Services (wholly‑owned subsidiary) provides R&D/other services to Climb Bio; ~$0.1M paid in 2024; Thomas is minority owner/board member of Sera Medicines; RA Capital controls Sera . |
| Starfish Medicines | Private | CEO & Director | N/A | Private company role . |
| Navigator Medicines | Private | Former CEO & Director | N/A | Former role (Aug 2024–Feb 2025) . |
| Tenet Medicines, Inc. | Private (acquired) | Former CEO & Director | N/A | Acquired by Climb Bio; Thomas received a $150k transaction bonus from Climb Bio . |
No current public company directorships are disclosed for Thomas .
Expertise & Qualifications
- Domain expertise: Antibody and autoimmune drug development; discovery leadership; biotech company formation and operations .
- Education: Ph.D. (Organic Synthesis & Chemical Biology) and M.S. in Chemistry, Columbia University; B.S. in Chemistry, Rensselaer Polytechnic Institute .
- Board‑stated rationale: Management and drug development experience, including work on budoprutug (TNT119) and other antibody therapeutics .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Stephen Thomas, Ph.D. | 179,188 | <1% | Held directly; table as of Mar 31, 2025; 67,575,767 shares outstanding . |
| Unvested director RSUs at 12/31/2024 | 200,750 | N/A | 100,375 time‑based + 100,375 performance‑based unvested as of year‑end . |
Company anti‑hedging policy prohibits short sales, options, and hedging transactions by directors . No pledging by Thomas is disclosed .
Fixed Compensation (Director Policy Reference)
| Policy Year | Board Cash Retainer | Chair of Board | Committee Member | Committee Chair | Equity Structure |
|---|---|---|---|---|---|
| 2024 | $35,000 | +$30,000 | Audit $7,500; Comp $5,000; Nominating $4,000 | Same incremental amounts | Annual options (10,000 shares to continuing directors); initial and prorated options for new directors; 1‑yr vest for annual; 36‑mo monthly vest for initial; comp cap $750k ($1,000k if first‑elected) . |
| 2025 (effective Mar 23, 2025) | $40,000 | +$30,000 | Audit $7,500; Comp $5,000; Nominating $5,000 | Same incremental amounts | Initial option 80,000 (36‑mo monthly); annual option 40,000 (1‑yr vest); CIC full acceleration . |
Related‑Party Exposure
- Sera Services Agreement: Climb Bio (via Tenet) entered into an agreement (Nov 2023) with Sera Services, Inc., a wholly‑owned subsidiary of Sera Medicines (controlled by RA Capital). Thomas is a minority owner and director of Sera Medicines. Climb Bio paid ~ $0.1M in 2024; two‑year term with auto‑renewal; terminable on 30 days’ notice .
- Consulting Agreement with Thomas: $10,000/month (Jun 27–Nov 1, 2024), then $350/hour (effective Nov 1, 2024); $150,000 transaction bonus for Tenet acquisition; 200,750 RSUs with time/performance tranches granted Jun 27, 2024 .
- RA Capital ownership concentration: Entities affiliated with RA Capital beneficially own ~46.6% of Climb Bio common stock as of Mar 31, 2025 .
Governance Assessment
-
Positives:
- Technical biotech operator with discovery/CSO/CEO experience; relevant to pipeline oversight .
- Not assigned to key committees; preserves Audit/Comp/Nominating independence under Nasdaq (he is non‑independent) .
- Board attendance threshold met in 2024; board met five times .
- Company has clawback policy (Rule 10D‑1 compliant) and anti‑hedging rules .
-
Risk indicators and potential red flags:
- Non‑independence: Board expressly deems Thomas not independent due to former Tenet role .
- Related‑party ties: Sera Services (RA‑controlled) provides paid services to Climb Bio; Thomas is a minority owner and director of Sera Medicines—creates perceived conflict; ~$0.1M paid in 2024 .
- Dual role/fees: Consulting agreement plus director service and a $150k transaction bonus; uncommon for independent oversight and may raise questions on board objectivity vis‑à‑vis management on Tenet‑related matters .
- Compensation magnitude vs policy: 2024 RSU grant date value to Thomas ($1.51M) exceeded the policy’s $1.0M first‑elected annual cap for non‑employee directors, absent an explicit carve‑out; company did not state an exemption. This discrepancy could face shareholder scrutiny unless classified as non‑director compensation for services rendered .
- Ownership concentration: RA Capital ~46.6% stake implies a de facto controlling stockholder; Thomas’s Sera affiliation overlaps RA Capital, increasing perceived interlocks .
Overall: Thomas adds deep biotech development expertise, but his non‑independent status, consulting/bonus arrangements, and RA‑linked related‑party services present alignment and oversight optics that investors typically monitor closely, particularly around committee participation, recusal practices, and adherence to director compensation policies .
Other Director‑Specific Notes
- Election proposal: Thomas is one of two director nominees up for election at the June 4, 2025 annual meeting (virtual) .
- Section 16 compliance: The company reported overall compliance for 2024, with two other individuals noted for late filings; no late filing issue disclosed for Thomas .