Charles Theuer
About Charles Theuer
Charles Theuer, M.D., Ph.D., age 61, has served as an independent director of 4D Molecular Therapeutics (FDMT) since December 2015. He is currently Chief Medical Officer at Halozyme, Inc. (since October 2024), and previously served as President and Chief Executive Officer at Tracon Pharmaceuticals, Inc. (June 2006–July 2024). He holds a B.S. in Life Sciences from MIT (1985), an M.D. from UCSF (1989), and a Ph.D. in Environmental Health Science from UC Irvine (2002) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tracon Pharmaceuticals, Inc. | President & CEO; Director | June 2006–July 2024 | Led public biotech; governance experience from CEO role |
| TargeGen, Inc. | Chief Medical Officer | to June 2006 | Clinical leadership |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Halozyme, Inc. | Chief Medical Officer | Oct 2024 | Executive role (time commitment consideration) |
| Oncternal Therapeutics Inc. | Director | May 2018 | Science & Development; Nominating & Corporate Governance committees |
| Tracon Pharmaceuticals, Inc. | Director | June 2006–July 2024 | Prior public board service |
Board Governance
- Independence: FDMT’s Board determined all directors other than the CEO are independent; Theuer is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee member; Board designated him an “audit committee financial expert” with requisite financial sophistication .
- Nominating & Corporate Governance Committee member .
- Science & Technology Committee chair .
- Attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and committee meetings of which they were members . In 2023, the Board met 8 times; each director attended at least 75% .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings | 8 | 7 |
| Director attendance threshold met | ≥75% for all directors | ≥75% for all directors |
| Independence status | Independent | Independent |
| Committee roles | Audit; Nominating; Sci & Tech (Chair) | Audit (financial expert); Nominating; Sci & Tech (Chair) |
Fixed Compensation
- Cash retainer and committee fees are defined by FDMT’s Director Compensation Program.
- Theuer’s 2024 cash fees totaled $65,000, consistent with base retainer ($40,000) plus Audit member ($10,000), Nominating member ($5,000), and Science & Technology chair ($10,000) .
| Component | Policy Amount | 2024 Cash Paid |
|---|---|---|
| Annual director retainer | $40,000/year | $40,000 |
| Audit Committee member | $10,000/year | $10,000 |
| Nominating Committee member | $5,000/year | $5,000 |
| Science & Technology Committee chair | $10,000/year | $10,000 |
| Total | — | $65,000 |
Performance Compensation
- Equity awards for non-employee directors are annual stock options, not performance-conditioned; vesting is time-based with change-in-control acceleration .
- Grant policy: Option to purchase 22,500 shares at the annual meeting (Executive Chairman has higher grant), vesting 33.3% at 1-year and 1/36 monthly thereafter; exercise price = FMV at grant; unvested options accelerate on change in control .
| Equity Award Metric | 2023 | 2024 |
|---|---|---|
| Annual option grant (shares) | 22,500 | 22,500 |
| Option grant fair value (USD) | $287,624 | $417,236 |
| Vesting schedule | 33.3% at 1-year; 1/36 monthly thereafter | 33.3% at 1-year; 1/36 monthly thereafter |
| Change-in-control vesting | Full acceleration for unvested director options | Full acceleration for unvested director options |
| Options outstanding at year-end | 135,517 | 158,017 |
Other Directorships & Interlocks
| Company | Relationship to FDMT | Potential Interlock/Conflict |
|---|---|---|
| Oncternal Therapeutics Inc. | No disclosed FDMT customer/supplier ties | No direct related-party exposure disclosed |
| Halozyme, Inc. | External executive role | Time/overboarding watchpoint; no FDMT transactions disclosed |
- Compensation Committee Interlocks: Theuer is not a member of FDMT’s Compensation Committee; no interlocks disclosed for him .
Expertise & Qualifications
- Medical and scientific leadership (M.D., Ph.D.; CMO/CEO roles) .
- Audit Committee financial expert designation by FDMT Board (financial literacy and sophistication) .
- Public company governance experience through multiple boards .
Equity Ownership
- Hedging prohibited by FDMT’s insider trading policy; no pledging practices disclosed .
- Beneficial ownership as of record dates:
| Metric | 2024 (Record: Apr 3, 2024) | 2025 (Record: Apr 21, 2025) |
|---|---|---|
| Outstanding shares owned | 32,351 | 32,351 |
| Shares exercisable within 60 days | 113,017 | 135,517 |
| Total beneficially owned | 145,368 | 167,868 |
| Ownership % of outstanding | <1% | <1% |
Governance Assessment
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Strengths:
- Independent director with deep clinical development and public-company leadership; designated Audit Committee financial expert (supports oversight of financial reporting and risk) .
- Active engagement across three committees, including chairing Science & Technology (alignment with FDMT’s R&D-centric strategy) .
- Attendance at or above Board standards in 2023 and 2024, indicating engagement .
- Equity ownership and ongoing option grants provide alignment; beneficial ownership increased from 145,368 to 167,868 shares year-over-year .
-
Watchpoints:
- External executive role (CMO at Halozyme) introduces potential time-commitment considerations; monitoring overboarding is prudent though no conflicts disclosed .
- Director equity is purely time-based; no performance-conditioned director awards—typical for boards but provides limited pay-for-performance linkage .
- Change-in-control acceleration on director options is shareholder-sensitive; standard in biotech but worth monitoring .
-
Conflicts/Related Parties:
- No related-party transactions disclosed for Theuer. Notably, a related-party agreement exists with Reignite Therapeutics involving FDMT’s CEO; not tied to Theuer .
-
Policies supporting alignment:
- Hedging of FDMT equity prohibited by policy; reinforces alignment; pledging not disclosed .
-
Overall: Theuer’s audit expertise, committee breadth, and biotech leadership background support board effectiveness. No direct conflicts disclosed; time-commitment from external CMO role should be monitored to maintain sustained engagement .
RED FLAGS: None disclosed specific to Theuer (no related-party transactions, no hedging/pledging, attendance meets thresholds) .