Barbara Finck

About Barbara K. Finck, M.D.

Independent-minded physician-executive with >15 years of CMO experience in biopharma; Forte Biosciences director since March 2022 and acting Senior Medical Clinician (consultant) since March 2024. Age 78; B.S. (Physiological Psychology) from UC Santa Barbara; M.D. with internal medicine and rheumatology training at UCSF; board certified in internal medicine. Current term expires 2027; not considered independent due to paid consulting role.

Past Roles

External Roles

Board Governance

• Independence: Not independent due to consulting fees as acting Senior Medical Clinician. Board majority otherwise independent; CEO serves as Chair; no Lead Independent Director appointed.
• Committees: Previously on Nominating & Corporate Governance Committee; stepped off in Mar 2024 upon consulting appointment (current members are Kornfeld (chair), Brun, Kapoor).
• Attendance: Board held 6 meetings in 2024; each director attended ≥75% of aggregate board and committee meetings.
• Committee activity: Nominating & Corporate Governance Committee did not meet during 2024.

Fixed Compensation

Context (Director Policy – non-employee directors): Annual cash retainer $42,500; committee fees per annum: Audit Chair $20,000 (was $16,000 in 2024), Audit Member $10,000 (was $8,000), Comp Chair $14,000 (was $12,000), Comp Member $7,250 (was $6,000), N&G Chair $10,000, N&G Member $5,000. Paid quarterly in arrears.

Performance Compensation

• No performance-based metrics disclosed for director or consulting compensation. Equity awards are options; director options vest time-based (Initial 1/36 monthly; Annual 1/12 monthly) per policy; change-in-control provides full acceleration for Eligible Directors’ outstanding company equity if in service through the transaction.

Other Directorships & Interlocks

Compensation Committee Interlocks: None of FBRX’s compensation committee members were officers/employees; no interlocks disclosed. Finck was not on the compensation committee in 2024.

Expertise & Qualifications

• Physician-executive with multiple CMO tenures (Coherus, NKT Therapeutics, Osprey).
• MD (UCSF), board certified in internal medicine; BS in Physiological Psychology (UCSB).
• Current acting Senior Medical Clinician at FBRX; extensive life sciences clinical development leadership.

Equity Ownership

Shares pledged as collateral: Not disclosed. Stock ownership guidelines (director-specific) or compliance status: Not disclosed.

Governance Assessment

• Strengths:

  • Deep clinical and CMO experience relevant to FBRX’s development programs.
  • Stepped off Nominating & Corporate Governance Committee upon becoming a paid consultant, reducing direct committee-level conflict risk.

• Concerns / RED FLAGS:

  • Non-independence while serving as a paid consultant ($50,000/month) and director; this dual role can impair perceived board independence and investor confidence.
  • Nominating & Corporate Governance Committee did not meet in 2024, a potential governance process weakness for director refreshment and board evaluations.
  • Minimal equity ownership (<1% beneficial) suggests limited “skin in the game,” though she holds time-vesting options.
  • Board leadership concentration: CEO is also Chair; no Lead Independent Director, reducing independent board leadership (board-wide structural concern).

• Signals to monitor:

  • Material increase in director equity awards under the 2025 amended policy (Initial/Annual options: 31,000 each, starting 2026) indicates heavier equity-based board pay; while Finck is currently ineligible while consulting, this change increases longer-term dilution/alignments for non-employee directors.

Director Compensation (Historical Reference)

Notes: 2024 “All Other Compensation” reflects consulting fees; post-consulting start, she did not receive non-employee director compensation.

Committee Assignments (Timeline)

Related Person Transactions and Controls

• Consulting Agreement (Finck): Approved Mar 14, 2024; $50,000/month; 7,000 option grant on Mar 21, 2024; during consulting period, she is not paid under the non-employee director policy.
• Review/Approval: Audit Committee has primary responsibility for reviewing related person transactions under a written policy (fairness, independence, conflict considerations).
• Other related person transactions disclosed (not involving Finck): July 2023 private placement participation by certain officers/directors; Nov 2024 private placement participation by CFO.

Attendance & Shareholder Engagement

• Attendance: At least 75% of board/committee meetings in 2024 (applies to each director).
• 2025 Annual Meeting outcomes: Director elections (Vincent, Kapoor, Gryska) and auditor ratification; not specific to Finck’s ballot this cycle.

Summary Implications for Investors

• Independence risk: Simultaneous consultant/director status is a clear red flag for independence; monitor the duration of the consulting arrangement and any expansion of responsibilities or compensation.
• Process risk: N&G committee inactivity in 2024 may signal weak cadence on governance reviews and refreshment; improvement expected as committee composition stabilized post-2024.
• Alignment: Beneficial ownership is de minimis; option-based exposure exists but appears time-vested, not performance-linked.
• Board structure: Absence of a Lead Independent Director while CEO is Chair elevates governance scrutiny.