Scott Brun

About Scott Brun, M.D.

Independent Class III Director at Forte Biosciences since November 2022; age 57 as of April 30, 2025; current term expires in 2026. Dr. Brun is President at Gold Mast Consulting, Venture Partner at Abingworth LLP, and Senior Medical Advisor at Launch Therapeutics; previously Vice President of Scientific Affairs and Head of AbbVie Ventures (2016–2019) and Vice President and Head of Pharmaceutical Development at AbbVie (2012–2016), following 15 years in Abbott Laboratories R&D. He holds a B.S. in Biochemistry from the University of Illinois at Urbana-Champaign, an M.D. from Johns Hopkins School of Medicine, and completed an ophthalmology residency at Massachusetts Eye and Ear, Harvard Medical School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Brun is independent under Nasdaq rules; 6 of 8 directors are independent .
• Committee memberships: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Mr. Kornfeld chairs both committees .
• Attendance: The Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
• Committee engagement: Compensation Committee met 2 times in 2024; Nominating & Corporate Governance Committee did not meet in 2024; Audit Committee met 5 times (Brun is not a member) .
• Board leadership: CEO serves as Chair; no Lead Independent Director appointed .

Fixed Compensation

Policy structure (approved March 2025) for non-employee directors: Board retainer $42,500/year; committee fees—Audit Chair $20,000; Audit Member $10,000; Compensation Chair $14,000; Compensation Member $7,250; Nominating Chair $10,000; Nominating Member $5,000; Chair of Board $30,000; Lead Independent Director $20,000. Paid quarterly in arrears .

Performance Compensation

Change-in-control: All outstanding director equity fully vests upon a change in control if service continues through the transaction date .

Other Directorships & Interlocks

Related-party review: FBRX’s related person transactions (since 2023) disclosed private placements and consulting agreements; none involve Dr. Brun per the enumerated list and notes .

Expertise & Qualifications

• Deep R&D leadership across AbbVie/Abbott with portfolio management and pharmaceutical development responsibilities; corporate venture investment experience aligning scientific rigor with capital allocation .
• Medical training (M.D., ophthalmology residency Harvard/Mass Eye and Ear) and undergraduate biochemistry; supports scientific oversight and risk assessment in clinical programs .
• Current advisory and venture roles (Gold Mast, Abingworth, Launch Therapeutics) enhance external network and information flow in biopharma innovation .

Equity Ownership

Hedging/pledging: Company policy prohibits directors from short sales, derivative hedging, and pledging of FBRX securities; also prohibits holding in margin accounts .

Governance Assessment

• Strengths: Independent director with strong biopharma R&D and venture background; sits on Compensation and Nominating & Governance committees, contributing to pay structure and director selection; attendance met ≥75% threshold in 2024 .
• Alignment: 2024 compensation mix combines cash ($51,996) and equity ($13,310), with options creating at-risk exposure to share price; beneficial ownership is modest (<1%), primarily through options exercisable in near term .
• Risk indicators and RED FLAGS:
  • Nominating & Governance Committee did not meet in 2024, which may signal limited formal governance process cadence in that period .
  • No Lead Independent Director; board chair and CEO roles combined, reducing independent leadership leverage .
  • Director equity policy expanded materially in 2025 (option grants increased to 31,000 shares per award and full CIC acceleration), which can raise dilution and pay-for-performance scrutiny despite at-risk design; acceleration at CIC is a shareholder-unfriendly feature in some governance frameworks .
• Conflicts/Related party: Proxy’s related person transactions disclosure includes private placements and consulting arrangements but none involving Dr. Brun; independence affirmed by the Board after reviewing relationships .

Board Governance (Detail)

Fixed Compensation (Policy Reference)

Performance Compensation (Equity Terms)

• Options granted under 2021 Equity Incentive Plan; maximum 10-year term; exercise price set at 100% of fair market value on grant date .
• Vesting schedules: Initial/Existing Director Awards vest 1/36 monthly; Annual Awards vest 1/12 monthly until the next annual meeting; full acceleration upon change in control .

Note: No director-specific performance metrics disclosed for equity vesting (time-based vesting); executive pay metrics include TSR, ESG, and ROIC but are not tied to director compensation .

Other Directorships & Interlocks (Summary)

• Current public boards: Cabaletta Bio (CABA), Jasper Therapeutics (JSPR). Private boards: Axial Biotherapeutics, Trishula Therapeutics. Advisory/venture roles: Abingworth, Launch Therapeutics, Gold Mast Consulting .
• No related-party transactions involving Dr. Brun disclosed by FBRX for 2023–2025; Board reviewed independence considering relationships and beneficial ownership .

Equity Ownership (Detail)

Governance-Focused Takeaways for Investors

• Board effectiveness: Brun brings domain expertise and venture investing experience to compensation and nominating processes; attendance and independence are positive signals .
• Pay structure signal: March 2025 policy materially increases director option awards and provides full CIC acceleration; scrutinize alignment and potential dilution versus small-cap biotech norms .
• Ownership alignment: Beneficial ownership is modest and option-based; continued monitoring of actual share accumulation may be warranted for stronger skin-in-the-game .
• Governance risk: Absent Lead Independent Director and dormant Nominating Committee in 2024 are governance quality watch items; however, broader board independence and active Audit/Compensation committees mitigate some risk .