Richard Vincent
Forte BiosciencesAbout Richard Vincent
Richard Vincent, age 62, joined Forte Biosciences’ Board in September 2024 and is nominated for re‑election as a Class II director to serve through 2028. He is an independent director under Nasdaq standards and currently serves as Audit Committee Chair, designated by the Board as an “audit committee financial expert.” Vincent is CFO of Oncternal Therapeutics (since April 2017), a long‑tenured life sciences finance leader, a California CPA since 1989, and holds a B.S. in Business (Accounting emphasis) from San Diego State University. The Board held 6 meetings in 2024 and each director attended at least 75% of Board and committee meetings; the Board has not appointed a Lead Independent Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Manager (Emerging Growth/Public Cos.) | Early career (became CPA in 1989) | Public company audit experience; foundation for “financial expert” status |
| Women First Healthcare | Chief Financial Officer | 2003–2005 | Built finance function at specialty pharma |
| Verus Pharmaceuticals | Chief Financial Officer | 2004–2008 | Growth and transaction readiness |
| Sorrento Therapeutics | Chief Financial Officer & Secretary | Jan 2011–Feb 2015 | SEC reporting, capital markets at a commercial‑stage biotech |
| Meritage Pharma; Elevation Pharmaceuticals; Avalyn Pharma (co‑founder) | Chief Financial Officer (multiple) | 2012–2017 | Early‑stage finance leadership; respiratory and specialty assets |
| Nerveda, LLC | Chief Financial Officer | Since 2011 | Investment fund CFO oversight |
| VelosBio Inc. | CFO & Treasurer (spin‑out from Oncternal) | 2017–2018 | Built finance function through Series A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oncternal Therapeutics, Inc. (public) | Chief Financial Officer | Apr 2017–present | Clinical‑stage biotech CFO; capital markets and controls |
| GenrAb, Inc. (private) | Chief Financial Advisor | Current | Advisory role (private biotech) |
| Medcura, Inc. (private) | Chief Financial Advisor | Current | Advisory role (private biotech) |
| Nerveda, LLC | Chief Financial Officer | 2011–present | Investment fund CFO |
Board Governance
- Independence and role: Independent director; Audit Committee Chair; designated audit committee financial expert; audit committee members are independent and financially literate.
- Committee assignments: Audit (Chair). Not listed on Compensation or Nominating & Corporate Governance.
- Attendance and engagement: Board met 6 times in 2024; Audit Committee met 5 times; each director attended ≥75% of Board and committee meetings; Nominating & Corporate Governance did not meet in 2024.
- Board structure: Combined Chair/CEO; no Lead Independent Director (Board monitors leadership structure).
- Risk oversight: Audit oversees ICFR/disclosure controls, compliance, and enterprise risk; Compensation reviews pay‑risk; Nominating & Governance oversees independence and conflicts.
Fixed Compensation
2025 Director policy (cash retainers):
| Component | Amount (USD) |
|---|---|
| Annual Board retainer (non‑employee directors) | $42,500 |
| Audit Committee Chair | $20,000 (raised from $16,000 in 2024) |
| Audit Committee Member | $10,000 (raised from $8,000 in 2024) |
| Compensation Committee Chair | $14,000 (was $12,000 in 2024) |
| Compensation Committee Member | $7,250 (was $6,000 in 2024) |
| Nominating & Governance Chair | $10,000 |
| Nominating & Governance Member | $5,000 |
2024 realized cash fees:
| Director | 2024 Cash Fees (USD) |
|---|---|
| Richard Vincent | $19,155 |
Notes: Cash paid quarterly in arrears; committee chair/member fees are in addition to retainer.
Performance Compensation
Equity structure and grants:
- 2024: Initial option award at appointment; for 2024, Vincent recognized option grant date fair value of $11,815. Options outstanding at 12/31/2024: 2,000.
- 2025 policy change: Existing non‑employee directors received 31,000‑share option awards in March 2025; initial and annual awards set at 31,000 going forward, vesting monthly (1/36 for initial/existing director awards; 1/12 monthly for annual awards). 10‑year max term; strike at FMV on grant date; full acceleration for non‑employee directors upon change‑in‑control.
| Item | Detail |
|---|---|
| 2024 Option Fair Value (Vincent) | $11,815 |
| Outstanding Options at 12/31/2024 | 2,000 |
| 2025 Existing Director Option Grant | 31,000 options; vests monthly over 36 months; 10‑year term; strike = FMV |
| CIC treatment (non‑employee directors) | Full acceleration; performance awards at target |
No director performance metrics (TSR/ESG) are used for director equity; awards are time‑based options under the 2021 Plan. Repricing/exchanges prohibited without stockholder approval; no tax gross‑ups; clawback applies.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Richard Vincent |
| Compensation committee interlocks | 2024 Compensation Committee members were independent; no interlocks disclosed with Forte executives serving on other issuers’ boards/comp committees |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated “audit committee financial expert.”
- Technical/industry: Extensive life sciences/biotech finance leadership (CFO roles across multiple companies).
- Credentials: California CPA (since 1989); B.S. in Business (Accounting emphasis), San Diego State University.
Equity Ownership
| As‑of Date | Common Shares Owned | Options/RSUs Exercisable or Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Dec 31, 2024 | — | 277 options | 277 | <1% |
| Apr 30, 2025 | — | 3,083 options | 3,083 | <1% |
- Outstanding director equity at 12/31/2024: 2,000 options.
- Policy prohibits hedging, pledging, short sales, and holding in margin accounts by directors.
Governance Assessment
Key positives
- Independent director with deep CFO experience and CPA; designated audit committee financial expert; chairs a fully independent, active Audit Committee (5 meetings in 2024). This supports strong oversight of reporting, controls, and related‑party reviews.
- Clear equity governance: no option repricing without stockholder approval; no tax gross‑ups; clawback policy; full CIC acceleration transparently disclosed for non‑employee directors.
- Board/committee attendance thresholds met (≥75%).
Potential concerns / watch items
- Workload and potential bandwidth: Concurrent CFO of Oncternal Therapeutics plus advisory and fund CFO roles; ensure sufficient time commitment as Audit Chair (no direct conflict disclosed).
- Nominating & Governance Committee did not meet in 2024, which may raise process rigor questions (succession, board refreshment), though composition changed in 2024–2025.
- Board leadership concentration: Combined Chair/CEO and no Lead Independent Director; Board states it will monitor appropriateness of structure.
Conflicts/related parties
- No related‑party transactions involving Vincent are disclosed; 2023 and 2024 private placements listed participating insiders, but not Vincent.
Compensation alignment and signals
- Director cash retainer remains modest; Audit Chair fee increased in 2025 reflecting workload.
- Significant uplift in option grant size in 2025 (2,000 → 31,000) aligns director incentives with equity value creation but increases dilution; awards remain time‑based (no performance metrics).
- Hedging/pledging prohibitions enhance alignment; beneficial ownership remains <1% given tenure since late 2024.
Overall view: Vincent strengthens Forte’s financial oversight as an independent Audit Chair and financial expert. Monitor time commitments given multiple CFO/advisory roles, the efficacy of nominating/governance processes (given no 2024 meetings), and the impact of larger 2025 director option grants on dilution and independence of judgment.