Ian Smith

About Ian F. Smith

Ian F. Smith has served as an independent director of Foghorn Therapeutics since April 2021 and is nominated for re‑election as a Class II director at the June 17, 2025 annual meeting. He is a seasoned biotech operator and finance executive (former long‑tenured CFO and later COO at Vertex), currently a Senior Advisor to Bain Capital Life Sciences and chair/director across multiple therapeutics companies; he holds a B.A. with honors in accounting and finance from Manchester Metropolitan (UK). Foghorn’s board has determined Mr. Smith is independent under Nasdaq and SEC rules.

Past Roles

External Roles

Board Governance

• Classification and term: Class II; up for election at 2025 annual meeting (three‑year term upon election).
• Committees: No current committee assignments listed for Smith.
• Independence: Board determined all directors other than the CEO (including Smith) are independent under Nasdaq and SEC rules.
• Attendance/engagement: Board met 5 times in 2024; each then‑serving director other than one (who resigned) attended at least 75% of applicable Board/committee meetings; non‑employee directors held executive session at each regularly scheduled Board meeting.
• Hedging/pledging: Company policy prohibits short sales, derivatives, hedging, margin and pledging by directors.

Fixed Compensation

Performance Compensation

Performance metric framework (directors): Director equity awards are service‑based (time‑vesting); no performance metrics are specified for director equity grants. Annual grants have a per‑share exercise price at least equal to the closing price on grant date and 10‑year term.

Other Directorships & Interlocks

• Current external roles (see table above). Shared ecosystem ties: Smith’s prior senior roles at Vertex intersect with Foghorn’s current Chief Legal Officer, who previously served as VP and later SVP/General Counsel at Vertex (2014–2019), indicating potential network connectivity but not a related‑party transaction.

Expertise & Qualifications

• Finance and operations: Two decades at Vertex including CFO (2001–2017) and COO (2017–2019).
• Board leadership: Executive Chair/Chair roles at multiple therapeutics companies; broad governance experience.
• Capital markets/M&A: Former EY partner and public‑company operator; experience aligning strategy, capital allocation, and controls.
• Education: B.A. with honors in accounting and finance (Manchester Metropolitan, UK).

Equity Ownership

Governance Assessment

• Strengths:
  • Independence affirmed; no committee service suggests avoidance of over‑concentration of influence; robust hedging/pledging prohibitions support alignment.
  • Adequate attendance (≥75% threshold) and regular executive sessions indicate baseline engagement and independent oversight.
  • Director pay level appears moderate for a small‑cap biotech; equity is time‑based, aligning incentives with long‑term value.
• Watch items / potential red flags:
  • Consulting relationship while serving as director (option award for 26,977 shares) is a related‑person arrangement; although permitted and disclosed, it warrants scrutiny for potential conflicts and should remain subject to Audit Committee oversight under the related‑party policy.
  • Multiple outside chair/director roles may pose time‑commitment risk; investors often monitor overboarding risk even when not formally breached.
• Process/controls:
  • Related‑party transactions are governed by a written policy overseen by the Audit Committee (arm’s‑length, materiality, and interest considerations).
  • Compensation Committee uses an independent consultant (Pay Governance) and affirmed consultant independence, supporting pay governance quality.
• Bottom line:
  • Smith brings deep finance/operations expertise and wide industry connectivity; his independence and attendance are positives. The concurrent consulting agreement adds conflict risk optics; continued transparent oversight and avoiding cash‑based consulting fees may mitigate investor concerns.

Appendix: Director Compensation (Detail)

Appendix: Election and Committee Summary

Appendix: Related‑Party/Consulting Detail