David Gryska
Forte BiosciencesAbout David Gryska
David Gryska (age 69) has served as an independent Class II director of Forte Biosciences since January 2023. He is an audit committee financial expert with over 35 years of senior finance experience across life sciences, including CFO roles at Incyte (2014–2018) and Celgene (2006–2010), COO/director at Myrexis (2012), CFO roles at Scios (1998–2004) and Cardiac Pathways (1993–1998), and earlier as a partner at EY; he holds a B.A. in Accounting & Finance (Loyola University) and an MBA (Golden Gate University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | Executive Vice President & Chief Financial Officer | Oct 2014–Dec 2018 | Senior finance leadership at a commercial biopharma |
| Myrexis, Inc. | Chief Operating Officer & Director | May 2012–Dec 2012 | Operational oversight at biopharma |
| Celgene Corporation | Senior Vice President & Chief Financial Officer | Dec 2006–Oct 2010 | Strategic and financial leadership during growth phase |
| Strategic Consulting Group | Principal | Oct 2004–Dec 2006 | Strategic advisory to early-stage biotech companies |
| Scios, Inc. | VP Finance & CFO | 1998–2000 | CFO; Scios acquired by Johnson & Johnson in 2003 |
| Scios, Inc. | SVP & CFO | 2000–2004 | Senior finance leadership |
| Cardiac Pathways | VP Finance & CFO | 1993–1998 | CFO; company later acquired by Boston Scientific |
| Ernst & Young (EY) | Partner (California) | Pre-1993 | Audit/assurance leadership; Big Four pedigree |
External Roles
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| Mind Medicine Inc. | MNMD | Director | Current (as of Apr 30, 2025) |
| Seagen Inc. | SGEN | Director | 2005–2023 |
| Aerie Pharmaceuticals, Inc. | — | Director | 2012–2015; 2018–2022 |
| GW Pharmaceuticals plc | — | Director | 2020–2021 |
| PDL BioPharma, Inc. | — | Director | 2014–2020 |
Board Governance
- Committee assignments: Audit Committee member; committee chaired by Richard Vincent; the Audit Committee held five meetings in 2024 .
- Independence: The Board determined Gryska is independent under Nasdaq standards; six of eight directors are independent .
- Attendance: The Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director: None appointed; Board cites majority-independent committees and structure as mitigating oversight framework .
- Nominating & Corporate Governance Committee: Did not meet during 2024 (Gryska is not a member) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (policy) | $42,500 | Non‑employee director policy for 2024 |
| Audit Committee member fee (policy) | $8,000 | 2024 member fee; increased to $10,000 in Mar 2025 |
| Cash fees paid (actual) | $49,999 | Reported for 2024 |
| Committee chair fees | — | Not applicable; he is not a chair |
Performance Compensation
| Equity Award | Grant/Status | Value/Terms | Notes |
|---|---|---|---|
| Option awards (2024) | Granted in 2024 | $13,310 (grant-date fair value, ASC 718) | Director equity uses stock options; no RSUs/PSUs disclosed for directors |
| Outstanding options | As of Dec 31, 2024 | 5,000 shares underlying options | YE snapshot |
| Beneficially exercisable options | As of Apr 30, 2025 (or within 60 days) | 6,860 shares underlying options | Footnote (12) breakdown |
| Option terms (policy) | Initial/Existing/Annual Awards | 31,000 shares for Initial, Existing, and post‑2025 Annual Awards; 2,000 shares for 2024 Annual Awards; 10‑year term; strike price at FMV; monthly vesting (1/36 for Initial/Existing; 1/12 for Annual); full acceleration upon change in control | Applies to Eligible Directors under amended policy |
Performance metrics tied to director compensation: None disclosed; director pay consists of cash retainers and option grants without explicit performance conditions .
Other Directorships & Interlocks
| External Board | Potential Interlock with FBRX | Notes |
|---|---|---|
| Mind Medicine Inc. (MNMD) | None disclosed | No related-party transactions with MNMD disclosed |
| Seagen, Aerie, GW Pharma, PDL BioPharma | None disclosed | Historical roles; no current FBRX transactions disclosed |
Expertise & Qualifications
- Designation: Audit Committee Financial Expert (Item 407(d)) .
- Functional expertise: CFO/COO experience across large and emerging biopharma; public company governance; capital markets and audit oversight .
- Education: B.A. Accounting & Finance (Loyola University); MBA (Golden Gate University) .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 12,800 shares; <1% of outstanding | As of Apr 30, 2025; percent “*” less than 1% |
| Breakdown (beneficial) | 5,940 shares common; 6,860 options exercisable within 60 days | Footnote (12) detail |
| Shares purchased (private placement) | 5,940 shares at $25.25; total $149,999.14 | July 31, 2023 private placement |
| Outstanding options (YE) | 5,000 shares underlying options (Dec 31, 2024) | Director awards table |
| Hedging/pledging | Prohibited by insider trading policy | No pledging or hedging allowed for directors |
| Ownership guidelines | Committee monitors compliance; quantitative multiple not disclosed | Compensation committee charter reference |
Governance Assessment
-
Strengths
- Independent director with deep CFO experience and designated audit committee financial expert; sits on Audit Committee overseeing controls, auditor independence, and related‑party policies .
- Demonstrated alignment via open-market capital raise participation (5,940 shares purchased in July 2023 private placement for ~$150k) .
- Hedging and pledging prohibitions reduce misalignment risk and collateral‑pledge red flags .
-
Concerns and watch items
- Equity awards for directors accelerate fully on change‑of‑control, which can be viewed as entrenchment or misalignment in certain M&A contexts (monitoring recommended) .
- No Lead Independent Director appointed, centralizing board leadership with the CEO/Chair; effectiveness relies on committee rigor .
- Nominating & Governance Committee did not meet in 2024; process discipline and refresh oversight warrant continued monitoring .
-
Related-party/Conflicts
- No related-party transactions involving Gryska beyond his pro‑rata participation in the July 2023 private placement; no loans or consulting arrangements disclosed for him .
- Indemnification agreements in place for all directors (standard for Delaware corps) .
-
Director Compensation Mix
- 2024 compensation comprised primarily of cash ($49,999) with option awards ($13,310); no RSUs/PSUs or performance-based director metrics disclosed .
-
Board Engagement
- Audit Committee met five times in 2024; overall Board met six times; each director attended at least 75% of applicable meetings, supporting baseline engagement .
Overall: Gryska brings seasoned biopharma finance oversight and audit expertise, with tangible share ownership and participation in capital raises supporting investor alignment. Governance risks are moderate and structural (CIC acceleration; no Lead Independent Director; nom/gov inactivity in 2024), mitigated by independence, audit oversight cadence, and anti‑hedging/pledging policies .