Cindy Tahl
FATE THERAPEUTICSAbout Cindy Tahl
Cindy R. Tahl, J.D., is Fate Therapeutics’ Chief Legal & Compliance Officer and Corporate Secretary (formerly General Counsel) since October 2015; age 52 as of April 1, 2025; education includes a J.D. from Boston College Law School and B.S. in biology from UC San Diego . She previously served as Vice President, IP and Senior Corporate Counsel (2013–2015) and Senior Director, Intellectual Property and Corporate Counsel (2009–2013) . Fate’s pay-versus-performance disclosures track cumulative TSR and net income over recent years, establishing the framework for linking executive compensation to shareholder outcomes, though specific TSR values are not enumerated in the cited excerpts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fate Therapeutics | Chief Legal & Compliance Officer and Corporate Secretary | 2015–present | Leads legal, compliance, and corporate secretary functions supporting governance and transactions |
| Fate Therapeutics | VP, IP and Senior Corporate Counsel | 2013–2015 | Oversaw IP and corporate legal matters during growth phase |
| Fate Therapeutics | Senior Director, IP and Corporate Counsel | 2009–2013 | Built IP portfolio and corporate legal infrastructure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wilson Sonsini Goodrich & Rosati, P.C. | Technology transactions attorney | 2007–2009 | Advised on tech licensing and commercial agreements |
| Kenyon & Kenyon, LLP (NY) | Intellectual property attorney | 2004–2007 | Practiced patent and IP law supporting life sciences clients |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % (per offer letter) | Actual Bonus / Non-Equity Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 500,000 | 40% initial target per Bonus Plan offer letter | 140,000 | 4,600 |
| 2023 | 475,000 | 40% initial target per Bonus Plan offer letter | 133,000 | 4,500 |
Notes: Offer letter specifies initial target annual incentive of 40% of then-current base salary; ongoing targets may be adjusted by the Board/Compensation Committee .
Performance Compensation
| Year | Option Awards ($) | Stock Awards ($) |
|---|---|---|
| 2024 | 2,235,500 | PRSUs grant-date FV at probable achievement: $0; maximum achievement FV: $541,000 |
| 2023 | 2,211,998 | — (no RSUs granted in 2023 for Tahl per table) |
| 2024 Equity Grant Detail | Value / Count |
|---|---|
| Options granted (#) | 425,000 |
| Average option exercise price ($) | 6.76 |
| Stock awards (PRSUs) granted (#) | 200,000 |
| Incentive Plan Metrics | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (corporate objectives) | Not disclosed | Not disclosed | Determined vs corporate objectives | 2023 payout: $133,000 | Cash bonus; not applicable |
| 2024 PRSUs (performance-based RSUs) | Not disclosed | Not disclosed | Probable achievement value recognized at $0 | Max grant-date FV $541,000 | Not disclosed in excerpt |
Vesting practice reference: Fate’s 2020 annual stock options vest monthly over four years; RSUs vest annually over four years, subject to continued service (illustrative of program design; specific 2024 vesting schedules for Tahl not enumerated in the cited excerpts) .
Equity Ownership & Alignment
| Date/Source | Direct Shares Owned | Options/Derivatives (exercisable within 60 days) | Notes |
|---|---|---|---|
| Jan 30, 2018 (DEF 14A) | 45,418 | 238,042 | NEO beneficial ownership table |
| Jan 30, 2017 (DEF 14A) | 53,509 | 131,151 | NEO beneficial ownership table |
| Oct 16, 2015 (Form 3) | 6,876 | Multiple options: 2,080 ($1.69), 8,461 ($1.69), 2,008 ($1.37), 12,309 ($7.87), 35,000 ($6.62), 34,560 ($4.84) with specified vesting schedules |
- Hedging and pledging: The company’s Insider Trading Policy includes hedging and pledging prohibitions for insiders, reinforcing alignment with shareholders .
- Stock ownership guidelines: Not disclosed for Tahl in the cited excerpts; compliance status not disclosed.
Employment Terms
| Item | Detail |
|---|---|
| Employment agreement | At-will offer letter dated October 17, 2009; eligibility under Bonus Plan with initial target annual incentive of 40% of base salary |
| Severance and Change-in-Control Policy (SCCP) – standard case (not in connection with Sale Event) | Lump-sum cash equal to 9 months of then-current base salary; 9 months accelerated vesting for time-based equity; employer portion of COBRA for up to 9 months; no acceleration for performance-based awards unless metrics achieved |
| SCCP – change-in-control window (3 months before to 12 months after Sale Event) | Full acceleration of time-based equity; lump-sum cash equal to 12 months of then-current base salary; one times annual target incentive for year of termination; employer portion of COBRA for up to 12 months; performance-based awards do not accelerate unless metrics achieved |
| Trigger type | Double-trigger required for change-in-control benefits (transaction plus qualifying termination) |
| Release requirement | Severance requires execution and non-revocation of a general release within 60 days post-termination |
| Clawback/tax gross-up | SCCP includes 280G/4999 cutback to avoid excise tax; no gross-up disclosed in excerpts |
| Non-compete / non-solicit | Not disclosed in the cited excerpts |
Investment Implications
- Cash vs equity mix: Tahl’s compensation skews heavily to options; 2024 option awards of $2.24M and 425,000 options at $6.76 strike indicate a high at-risk, performance-levered package; PRSUs were granted but recognized at $0 on probable achievement, with $541,000 max fair value, highlighting rigorous performance hurdles .
- Alignment and retention: Double-trigger change-in-control terms (12 months base + 1x target bonus and full time-based acceleration) are standard and mitigate windfalls, while outside CIC severance (9 months base and vesting) supports retention; hedging/pledging prohibitions strengthen shareholder alignment .
- Insider selling pressure: Regular vesting structures (historically monthly options and annual RSUs) can create periodic liquidity events; however, recent Form 4 activity for Tahl is not available in the cited documents—monitor future filings for 10b5-1 plans and sales cadence .
- Execution track record: Tahl’s long tenure across IP, corporate counsel, and legal leadership through leadership transitions in late 2024 suggests institutional knowledge continuity; pay-versus-performance disclosures tie NEO compensation to cumulative TSR and net income trends, reinforcing focus on value creation .
Sources: Fate Therapeutics DEF 14A (2025, 2024, 2018, 2017), PRE 14A (2025, 2024, 2021/2020 program references), SEC Forms 3 (2015 and various attorney-in-fact filings). All facts and figures cited from the documents above: .