Jack Syage
About Jack Syage
Jack Syage, Ph.D. (age 70) joined Entero Therapeutics’ board in March 2024 following Entero’s merger with ImmunogenX, where he served as CEO and director; he is a noted analytical instrumentation scientist with deep mass spectrometry expertise and over 30 U.S. patents/pending . He holds a BA (Hamilton College) and PhD (Brown University), completed a Caltech postdoc with Nobel Laureate Ahmed Zewail, and has extensive publication and speaking credentials . As of the 2025 proxy, the Board determined Dr. Syage is not independent under Nasdaq rules; he is not assigned to any board committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmunogenX, Inc. | Chief Executive Officer; Director | CEO: Jul 2013 – Mar 13, 2024; Director: Jan 2021 – Mar 13, 2024 | Led development of latiglutenase for celiac disease; company merged into Entero (later subject to rescission) |
| Syagen Technology, Inc. | Founder, CEO | Pre-2011 – 2011 (acquired by Safran S.A.) | Built analytical instrumentation business culminating in successful acquisition |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Advanced Telesensors | Director | Current board service (private) |
| PhageTech | Director | Current board service (private) |
| Analytical Detection | Director | Current board service (private) |
| Appellation Ventures | Director | Current board service (private) |
Board Governance
- Independence: Not independent (only Paolone and Syage deemed non‑independent; all others independent under Nasdaq rules) .
- Committee assignments: None; not listed as member of Audit, Compensation, or Corporate Governance & Nominating committees .
- Attendance: Company reports each director serving during 2024 attended ≥75% of board/committee meetings; board held 15 meetings in 2024 .
- Lead Independent Director: Edward J. Borkowski .
| Committee | Chair | Members | Dr. Syage’s Role |
|---|---|---|---|
| Audit | Edward J. Borkowski | Borkowski, Corbett, Uppal (all independent and “financial experts”) | Not a member |
| Compensation | Edward J. Borkowski | Borkowski, Corbett, Uppal (all independent) | Not a member |
| Corporate Governance & Nominating | Eric Corbett | Corbett, Borkowski, Uppal (all independent) | Not a member |
Fixed Compensation
| Year | Cash Fees | Stock Awards (Grant-Date FV) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 |
Non-Executive Director Compensation Policy (effective Oct 1, 2022):
- Annual board retainer: $60,000 cash; Lead Independent Director: +$20,000 .
- Committee retainers: Audit Chair $15,000; Audit member $7,500; Compensation Chair $12,500; Compensation member $6,000; Nominating Chair $10,000; Nominating member $5,000 .
- Annual equity: RSUs equivalent to $75,000, vesting in equal quarterly installments, granted at annual meeting .
Performance Compensation
- Director equity grants are time-vested RSUs; no performance-conditioned director awards or metrics disclosed (no PSUs) .
| Performance Metric | Weight/Target | Threshold/Payout | Status |
|---|---|---|---|
| Performance-based metrics for director compensation | Not disclosed | Not disclosed | No performance metrics in director pay; time-based RSUs only |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Transaction Relevance |
|---|---|---|---|
| ImmunogenX, LLC (post-merger subsidiary to be conveyed) | Private biotech | Former CEO/Director pre-merger; to hold 41.78% of IMGX LLC if rescission approved | Significant related-party history (merger, note, rescission, settlement) |
| Advanced Telesensors; PhageTech; Analytical Detection; Appellation Ventures | Private | Director | No disclosed transactions with Entero |
Expertise & Qualifications
- Technical: Leading expert in mass spectrometry and trace chemical detection; >130 papers; ~100 invited talks; >30 U.S. patents issued/pending .
- Honors: Fellow of the American Physical Society; visiting professorships (UC Irvine, Université de Paris‑Sud); editorial board; Nobel Symposium invitee; Tibbets Award; OC 500 Directory of Influence .
- Education: BA (Hamilton College); PhD (Brown University); postdoc at Caltech with Nobel Laureate Ahmed Zewail .
Equity Ownership
| Holder | Security | Amount | Percent |
|---|---|---|---|
| Jack Syage | Common Stock | 15,400 shares | <1% |
| Jack Syage | Series G Preferred Stock (convertible) | 4,920.037 shares (convertible into 4,920,037 common; excluded from beneficial ownership table) | N/A |
Notes:
- As part of the March 2025 Rescission Agreement, shares issued in the 2024 ImmunogenX merger to IMGX shareholders (including Dr. Syage’s 15,400 common and 4,920.037 Series G) will be cancelled, and Entero will convey to Dr. Syage 41.78% of IMGX LLC membership interests, subject to stockholder approval; Dr. Syage is shareholder representative under the agreement .
- Section 16(a) compliance: Company reports all required insider ownership reports were timely filed for 2024 .
Governance Assessment
- Independence and committees: Dr. Syage is not independent and holds no committee roles, appropriate given related-party history, but limits his influence over audit/compensation oversight; independence posture is otherwise anchored by an all‑independent committee structure .
- Attendance/engagement: Company states every director serving in 2024 met ≥75% attendance; board held 15 meetings, suggesting active cadence during a restructuring period .
- Compensation alignment: He received no cash or equity compensation in 2024; standard NED policy targets a balanced cash/RSU mix with time-based vesting (no pay-for-performance features for directors) .
- Insider trading/hedging risk controls: Policy prohibits short selling; restricts hedging (especially in context of Rule 10b5‑1 plans) and imposes pre‑clearance by CFO .
Related-Party Transactions & Potential Conflicts (RED FLAGS):
- ImmunogenX merger consideration: Dr. Syage received 15,400 common and 4,920.037 Series G Preferred in March 2024 merger; later negotiated rescission to cancel those securities and return IMGX LLC to former owners (including a 41.78% interest to Syage), subject to stockholder approval .
- Shareholder/bridge financing: IMGX issued a $500,000 secured promissory note to Dr. Syage at merger closing to fund obligations; later rescinded under the Rescission Agreement .
- Settlement and guarantees: In April–May 2025, Dr. Syage and his revocable trust (as guarantors) paid $5.5 million to settle IMGX obligations (~$7.9 million), with amended loan documents providing a $2.436 million revolving facility to IMGX LLC; lender released security interests following dismissal with prejudice—material related‑party financial entanglement while serving as ENTO director .
- Independence status: Board explicitly classifies Dr. Syage as non‑independent, consistent with the above related‑party history .
Implications for investors:
- While the rescission unwinds equity issued to IMGX holders (mitigating dilution and ongoing related‑party ties at the parent company level), Dr. Syage’s substantial ownership in the spun‑out IMGX LLC and his historical financing support signal ongoing potential for perceived conflicts if future transactions arise between ENTO and IMGX LLC; robust recusals and disclosure will be essential .
- Governance risk is amplified by recent financing that prompted board reconstitution via lender‑designated appointees; although not tied to Dr. Syage directly, it underscores an evolving control environment and board dynamics investors should monitor .
RED FLAGS: Non‑independence; extensive related‑party history (merger equity, shareholder note, settlement/guarantees, rescission reallocations); potential for future conflicts if ENTO interacts with IMGX LLC **[1604191_0001104659-25-056386_tm2515182-13_def14a.htm:28]** **[1604191_0001104659-25-056386_tm2515182-13_def14a.htm:44]** **[1604191_0001104659-25-056386_tm2515182-13_def14a.htm:45]**.