David Kirn
About David Kirn
David Kirn, M.D., age 63, is co-founder, Chief Executive Officer, and a director of 4D Molecular Therapeutics (FDMT) since 2013; he previously served as Executive Chairman until August 2020 before John Milligan assumed that role . Dr. Kirn holds a B.A. in Physiology from UC Berkeley, an M.D. from UCSF, completed residency at Harvard Brigham & Women’s, oncology and clinical research fellowships at UCSF, and a Certificate of Business Excellence from UC Berkeley Haas . Recent pay-versus-performance disclosure shows cumulative TSR of $25.08 for 2024 vs $91.22 for 2023 (per $100 initial investment baseline) and net losses of $160.9 million in 2024 vs $100.8 million in 2023, underscoring equity sensitivity of realized pay . The Board has determined all directors other than Dr. Kirn are independent, with Executive Chairman Milligan presiding over meetings; independent directors meet regularly in executive session .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onyx Pharmaceuticals | Senior development positions | — | Advanced viral vector gene therapeutics/cancer immunotherapy programs |
| Celgene | Senior development positions | — | Built translational and development capabilities |
| Ignite Immunotherapy Inc. | Executive Chairman; co-founder | — | Led immunotherapy company governance and strategy |
| Biogen; Novartis; Cell Genesys; Pfizer; Bayer | Senior project leader/advisor on viral vector gene therapeutics and cancer immunotherapy | Part of 10+ years across these firms | Cross-company leadership shaping gene therapy and IO strategies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UC Berkeley | Adjunct Professor of Bioengineering & Molecular & Cellular Biology | — | Academic leadership bridging industry-academia in life sciences |
| UC Berkeley Life Sciences Entrepreneurship Center | Co-founder; Board member | — | Ecosystem building for life science entrepreneurship |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 596,640 | 662,780 |
| Target Bonus (% of salary) | 50% | 60% (effective 2024) |
| All Other Compensation ($) | 16,500 | 53,561 (401k match $17,250; vacation cash-out $36,311) |
Notes:
- Base pay schedule: board increased CEO base salary to $651,100 effective Feb 18, 2024; summary salary reflects full-year paid amounts .
- Company does not provide additional perquisites to NEOs beyond standard benefits; 401(k) match 100% up to 5% of compensation .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (2024) | Corporate performance goals (product development and business milestones) | 100% (CEO) | 100% | 75% achievement | 75% of target | Cash paid early 2025 |
| Equity awards (2024 decisions) | Stock options (granted Dec-2023 to capture 2024 annual grants) | — | — | No new 2024 grants | — | Monthly vesting 1/48 from grant; exercise price = closing price |
Bonus outcomes:
| Year | Non-Equity Incentive Plan Compensation ($) |
|---|---|
| 2023 | 394,953 |
| 2024 | 292,662 |
Policies:
- Clawback: Company adopted Rule 10D-1 clawback policy (recovers erroneously received incentive compensation on or after Oct 2, 2023 for three preceding fiscal years upon restatement) .
- Hedging: Hedging transactions by officers/directors/employees are prohibited; insider trading procedures filed with 10-K .
Equity Ownership & Alignment
Total beneficial ownership and breakdown:
| Holder | Direct Shares | Options Exercisable ≤60 Days | Other Indirect | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| David Kirn, M.D. | 1,059,153 | 616,615 | 600,000 (family trusts, investment advisor) | 2,275,768 | 4.8% (out of 46,324,642 shares) |
Outstanding option awards (as of Dec 31, 2024):
| Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/08/2021 | 149,625 | 9,375 | 41.66 | 03/07/2031 |
| 02/01/2022 | 104,980 | 43,750 | 15.78 | 01/31/2032 |
| 02/10/2023 | 101,750 | 120,250 | 20.24 | 02/09/2033 |
| 12/11/2023 | 122,917 | 442,500 | 14.42 | 12/10/2033 |
Vesting schedules:
- CEO awards generally vest 1/48 monthly from vesting commencement date, fully vested at four years, subject to continued service .
- No pledging disclosures for executive holdings; hedging prohibited per policy .
Equity plan capacity:
| Plan Category | To be Issued (a) | Wtd Avg Exercise Price (b) | Remaining Available (c) |
|---|---|---|---|
| Equity Plans Approved by Stockholders | 9,698,997 | $16.39 | 832,053 (incl. ESPP 192,598) |
Employment Terms
Change-in-control and severance economics (CEO):
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Vesting |
|---|---|---|---|---|
| Termination without cause / resignation for good reason outside CIC period | 12 months base salary lump sum | Pro-rated target bonus (100% of target metric basis) + prior-year earned unpaid | 12 months premiums for CEO/dependents | No automatic acceleration (standard plan terms apply) |
| Qualifying termination within CIC period (sign definitive agreement through 12 months post-CIC) | 18 months base salary lump sum | 12 months + pro-rated portion of target bonus (100% target basis) + prior-year earned unpaid | 18 months premiums for CEO | Full acceleration for each equity award (except performance-vesting awards governed separately) |
Conditions: Must deliver effective release of claims; comply with confidential information obligations and non-disparagement . Tax gross-ups are not disclosed; no mention of deferred compensation or SERP for CEO .
Board Governance
- Board classification: Class I director David Kirn; term expires at 2027 annual meeting; director since 2013 .
- Independence: All directors other than CEO are independent under Nasdaq rules; independent directors hold executive sessions regularly; Executive Chairman John Milligan presides .
- Committees: CEO is not listed as a member of Audit, Compensation, Nominating, or Science & Technology Committees; committee chairs/members are independent (Audit: Chacko-chair, Gray, Theuer; Compensation: Gray-chair, Miller-Rich, Tomasello; Nominating: Tomasello-chair, Chacko, Theuer; Science & Technology: Theuer-chair, Miller-Rich, Tomasello) .
- Attendance: Board met 7 times in 2024; Audit 5; Compensation 8; Nominating 3; Science & Technology 2; all directors attended ≥75% of meetings .
Dual-role implications:
- CEO influence: Dr. Kirn submits compensation proposals and provides performance input; recuses from Board discussions involving his own compensation; Compensation Committee is independent and retains independent consultant Radford (Aon) with no conflicts identified .
Performance & Pay Linkage
Pay-versus-performance summary:
| Year | PEO (CEO) SCT Total ($) | PEO Compensation Actually Paid (CAP) ($) | Average SCT Total (Non-PEO NEOs) ($) | Average CAP (Non-PEO NEOs) ($) | TSR ($ per $100 initial) | Net Income ($000) |
|---|---|---|---|---|---|---|
| 2023 | 10,286,808 | 15,354,119 | 4,254,605 | 4,914,905 | 91.22 | (100,837) |
| 2024 | 1,009,004 | (6,841,155) | 779,253 | (2,676,111) | 25.08 | (160,868) |
Interpretation:
- CAP negative in 2024 driven by declines in fair value of equity awards (Black-Scholes remeasurement at year-end), reflecting direct linkage to share price performance and heightened equity-at-risk structure .
- 2024 bonus outcomes at 75% achievement show reduced cash payouts aligned to milestone delivery levels .
Director Compensation (context for governance)
- Executive Chair retainer: $150,000 cash; non-employee directors $40,000 cash plus committee retainer differentials; annual option grants (22,500 shares; Executive Chair 26,791) vest 33.3% at year 1, then 1/36 monthly; change-in-control accelerates unvested director options .
Related Party Transactions and Risk Controls
- Hedging prohibited; insider trading policy on file with 10-K; no pledging disclosure specific to executives .
- RA Capital exchange to pre-funded warrants with 9.99% beneficial ownership blocker (December 2024) indicates governance controls around concentrated holders .
- Section 16 compliance: Company disclosed timing exceptions for certain >5% holders’ Form 3 filings; no executive/director delinquencies noted .
Equity Ownership & Alignment Signals
- CEO’s 4.8% beneficial stake with significant unexercisable options scheduled to vest monthly suggests ongoing alignment but potential periodic selling pressure as tranches vest, subject to blackout windows and insider trading policy .
- Option exercise prices range from $14.42 to $41.66 on recent CEO grants; in-the-money sensitivity depends on prevailing share price at exercise windows .
Investment Implications
- Pay-for-performance alignment: 2024 negative CAP highlights strong equity sensitivity; cash bonus scaled to 75% achievement indicates discipline around milestone delivery .
- Retention risk mitigants: Robust CIC protections (18 months salary, bonus elements, full equity acceleration) reduce transition risk but create acquisition-related costs; outside-CIC severance of 12 months is market-typical for small/mid-cap biotech CEOs .
- Trading signals: Large Dec-2023 option grant for CEO (590,000 shares) vesting monthly could lead to periodic Form 4 activity as shares vest and become exercisable; hedging prohibition and blackout controls limit opportunistic hedges but not standard sales for tax/liquidity .
- Governance quality: Independent committees, CEO recusal on his compensation, and experienced Executive Chairman provide checks on dual-role concerns, mitigating independence issues despite CEO-director status .
- Execution risk: Net losses widened in 2024; bonus metrics focused on R&D/product development milestones imply continued dependence on clinical execution; equity plan “evergreen” and remaining capacity signal ongoing equity use for retention/incentives .