Susannah Gray
About Susannah Gray
Independent director at 4D Molecular Therapeutics since July 2020; age 64. Former Executive Vice President of Finance & Strategy at Royalty Pharma (2005–2019) with prior healthcare high-yield and investment banking roles at CIBC World Markets, Merrill Lynch, and Chase Securities. MBA (Columbia, 1990) and BA (Wesleyan, 1982). Audit Committee financial expert; deemed independent by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royalty Pharma Management, LLC | EVP, Finance & Strategy | 2005–2019 | Corporate finance, capital allocation across biopharma royalties |
| CIBC World Markets (high yield group) | Managing Director & Senior Analyst (Healthcare) | 2002–2004 | Coverage of healthcare high-yield; prior similar roles at Merrill Lynch & Chase Securities |
| Merrill Lynch; Chase Securities (predecessor of JPMorgan Securities) | Investment banking/analyst roles | Pre-2002 (not specified) | Healthcare finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Theravance Biopharma, Inc. | Director | Since Feb 2023 | Public company board service |
| Maravai LifeSciences Holdings, Inc. | Director | Since Dec 2020 | Public company board service |
| Morphic Holding, Inc. | Director | Apr 2021–Aug 2024 | Departed upon acquisition |
| Apria, Inc. | Director | May 2021–Mar 2022 | Departed upon acquisition |
| BioSplice Therapeutics, Inc. | Director | Mar 2021–Feb 2025 | Private company |
| StreetSquash; German Marshall Fund | Director/Trustee | Ongoing | Non-profit governance |
| Wesleyan University | Trustee | Ongoing | Higher-ed governance |
| Colby College Museum of Art | Governor | Ongoing | Arts governance |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair. Audit members: Chacko (Chair), Theuer, Gray. Compensation members: Gray (Chair), Miller-Rich, Tomasello. Gray designated an Audit Committee financial expert and meets heightened SEC/Nasdaq independence standards.
- Independence: Board determined all directors except CEO (Kirn) are independent; independent directors meet in regularly scheduled executive sessions.
- Attendance: In 2024 the Board met 7x; Audit 5x; Compensation 8x; Nominating 3x; Science & Technology 2x. Each director attended at least 75% of applicable Board/committee meetings; five directors attended the 2024 annual meeting.
- Leadership: Executive Chairman (John Milligan) presides; Board periodically reviews leadership structure.
Fixed Compensation
| Component (FY2024) | Amount ($) | Basis |
|---|---|---|
| Annual cash retainer | 40,000 | Non-employee director retainer |
| Audit Committee member fee | 10,000 | Member (non-chair) |
| Compensation Committee chair fee | 15,000 | Chair premium |
| Total cash fees earned (Gray) | 65,000 | Reported for FY2024 |
Performance Compensation
| Equity Component | Grant Basis | Grant Size | Grant-Date FV ($) | Vesting | Exercise Price | CIC Treatment |
|---|---|---|---|---|---|---|
| Annual stock option | Date of annual meeting | 22,500 shrs (standard for non-employee dir.) | 417,236 (Gray, FY2024) | 33.3% at 1st anniversary; then 1/36 monthly; service-based | FMV on grant date | Unvested options accelerate on change-in-control |
Notes:
- Gray’s outstanding director option awards totaled 135,000 as of 12/31/2024; grant-date fair value for 2024 options was $417,236. Options are time-based, not performance-conditioned.
- The Company prohibits hedging of Company stock by directors.
Other Directorships & Interlocks
| Company | Sector Relation to FDMT | Potential Interlock/Conflict |
|---|---|---|
| Theravance Biopharma (public) | Biopharma (therapeutics) | No related-party transactions disclosed involving Gray |
| Maravai LifeSciences (public) | Life sciences supplies | No related-party transactions disclosed involving Gray |
| Prior boards (Morphic, Apria, BioSplice) | Biopharma/healthcare | No interlocks with FDMT executives disclosed |
Expertise & Qualifications
- Capital markets and healthcare finance depth (Royalty Pharma EVP; high-yield/investment banking).
- Audit Committee financial expert designation; financial sophistication under SEC/Nasdaq.
- MBA (Columbia, 1990); BA (Wesleyan, 1982).
Equity Ownership
| Measure (as of dates specified) | Amount | Detail |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days of 4/21/2025) | 112,500 shrs | <1% of outstanding; no direct common shares reported; all via options exercisable within 60 days |
| Options outstanding (12/31/2024) | 135,000 shrs | Aggregate director options at FY2024 end |
| Shares pledged | Not disclosed | No pledging disclosures involving Gray |
| Hedging policy | Prohibited | Hedging transactions by directors are prohibited |
Governance Assessment
- Independence and financial oversight: Gray is independent, serves on Audit and chairs Compensation, and is designated an audit committee financial expert—supports board effectiveness in financial reporting and pay governance.
- Attendance and engagement: Met at least the 75% attendance threshold across Board/committee meetings in 2024; Board/committee cadence suggests active governance (Audit 5x; Compensation 8x).
- Compensation governance: As Compensation Committee Chair, oversees executive pay; uses independent consultant (Radford/Aon), with conflicts assessed and none identified—positive for pay-for-performance credibility.
- Incentive alignment: Director pay mix weighted to time-based stock options with CIC acceleration; no performance-conditioned metrics for directors, which is typical but offers less direct pay-performance linkage; hedging prohibition improves alignment.
- Conflicts/related-party exposure: Proxy discloses related-party items (e.g., RA Capital warrant exchange; CEO-related Reignite agreement) with Audit Committee oversight; no Gray-specific related-party transactions or interlocks disclosed—no direct red flags tied to Gray.
- Overall signal: Governance profile is solid—independence, financial expertise, and structured committee leadership. Monitor director equity acceleration on CIC and ensure continued robust say-on-pay engagement; no Gray-linked conflicts flagged in the proxy.