Shawn Cline Tomasello
About Shawn Cline Tomasello
Shawn Cline Tomasello (age 66) has served on 4D Molecular Therapeutics’ board since November 2020. She is a seasoned biopharma commercial executive, previously Chief Commercial Officer at Kite Pharma (2015–2018) and Pharmacyclics (2014–2015), and holds an MBA from Murray State University (1989) and a BA in Marketing from the University of Cincinnati (1982). She is classified as an independent director under Nasdaq rules and sits on multiple FDMT board committees, with chair responsibilities, and attended at least 75% of board and relevant committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kite Pharma | Chief Commercial Officer | Dec 2015–Jul 2018 | Led commercial operations during launch phase |
| Pharmacyclics, LLC | Chief Commercial Officer | Aug 2014–Aug 2015 | Built commercial infrastructure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cabaletta Bio, Inc. | Director | Since Jul 2023 | Public company |
| AlloVir, Inc. | Director | Since Mar 2022 | Public company |
| TCR2 Therapeutics, Inc. | Director | Since Feb 2021 | Public company |
| Centrexion Therapeutics Corporation | Director | Since Jun 2017 | Private company |
| Gamida-Cell Ltd. | Director | Mar 2019–May 2024 | Former public company role |
| UroGen Pharma Ltd. | Director | Jul 2018–Jun 2022 | Former public company role |
| Mesoblast Ltd. | Director | Jul 2018–Aug 2022 | Former public company role |
| Orna Therapeutics, Inc. | Director | Sep 2022–Mar 2024 | Former private company role |
Board Governance
- Independence: FDMT’s board determined all directors other than the CEO are independent; committee membership for Audit, Compensation, and Nominating & Corporate Governance requires independence, which she meets .
- Committee memberships and chair roles:
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Member; Chair is Susannah Gray .
- Science & Technology Committee: Member; Chair is Charles Theuer .
- Engagement and attendance: Board met 7 times (2024); committees met Audit (5), Nominating & CG (3), Compensation (8), Science & Technology (2). Each board member attended at least 75% of their meetings in 2024 .
Fixed Compensation
| Component | 2024 Policy Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non-employee director retainer |
| Nominating & Corporate Governance – Chair fee | $10,000 | Additional annual cash for chair |
| Compensation Committee – Member fee | $7,500 | Additional annual cash for non-chair member |
| Science & Technology – Member fee | $5,000 | Additional annual cash for non-chair member |
| Total policy cash (expected) | $62,500 | Sum of role-based cash |
| Director | Fees Earned in Cash (USD) | Year |
|---|---|---|
| Shawn Cline Tomasello | $61,944 | 2024 |
Notes:
- Cash fees are paid quarterly in arrears .
- Executive Chairman receives separate $150,000 retainer (not applicable to independent directors) .
Performance Compensation
| Equity Award Detail | 2024 Grant |
|---|---|
| Annual option grant size (shares) | 22,500 |
| Grant timing | Automatically on date of annual stockholders’ meeting |
| Grant date fair value (USD) | $417,236 (reported for 2024 awards) |
| Exercise price | Fair market value on grant date |
| Vesting schedule | 33.3% on first anniversary; 1/36 monthly thereafter, subject to service |
| Change-in-control treatment | Unvested option shares accelerate in full upon change in control |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; director equity compensation is time-based vesting rather than performance-vesting .
Other Directorships & Interlocks
- Current public boards: Cabaletta Bio, AlloVir, TCR2 Therapeutics .
- No disclosed interlocks with FDMT’s suppliers/customers; committee overlaps at FDMT are standard across independent directors .
- FDMT’s Compensation Committee engaged independent consultant Radford; the committee (including Ms. Tomasello) determined no consultant conflicts of interest .
Expertise & Qualifications
- Extensive biopharma commercialization leadership (Kite, Pharmacyclics) .
- Multi-board experience across clinical-stage and commercial-stage biotech companies .
- Education: BA (Marketing) University of Cincinnati; MBA Murray State University .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Shares Exercisable Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Shawn Cline Tomasello | — | 112,500 | 112,500 | <1% |
| Director | Option Awards Outstanding (Total) |
|---|---|
| Shawn Cline Tomasello | 135,000 |
Notes:
- FDMT prohibits hedging transactions by directors and officers under its Insider Trading Compliance Policy .
- No pledging disclosures specific to directors are provided; beneficial ownership table includes exercisable equity within 60 days .
Governance Assessment
- Board effectiveness: Independent director with chair role on Nominating & Corporate Governance Committee, plus membership on Compensation and Science & Technology, indicating active governance engagement; attendance at least 75% supports baseline engagement .
- Alignment: Equity grants with multi-year vesting and change-in-control acceleration provide long-term alignment but accelerate upon sale; cash compensation modest and role-based .
- Conflicts and related-party: Proxy discloses related-party items involving the CEO and other parties; no related-party transactions disclosed involving Ms. Tomasello .
- Risk indicators: Insider hedging prohibited; no delinquent Section 16(a) filings noted for directors; multiple concurrent public boards may elevate time-commitment risk, but no specific conflict disclosed .
RED FLAGS to monitor:
- Multi-board load across biopharma (Cabaletta Bio, AlloVir, TCR2) could raise bandwidth concerns during critical FDMT phases; continue monitoring attendance and committee workload .
- Change-in-control full vesting for directors can reduce long-term retention incentives post-transaction; assess in context of strategic alternatives .