Kristian Humer
About Kristian Humer
Kristian Humer, age 50, has served as Chief Financial Officer of Foghorn Therapeutics (FHTX) since April 16, 2024; he previously was CFO and Chief Business Officer at Viridian Therapeutics and spent ~20 years in life-science investment banking at Citi, Lehman Brothers, UBS, and Merrill Lynch. He holds an MBA from Duke’s Fuqua School of Business and a BA (Hons) in Accounting & Economics from the University of Reading; he also serves on the board of Sensei Biotherapeutics . As an emerging growth company, Foghorn does not provide say‑on‑pay votes and uses reduced compensation disclosure, so TSR/revenue/EBITDA performance metrics are not disclosed in detail in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Foghorn Therapeutics | Chief Financial Officer | 2024–present | Principal financial and accounting officer; joined to support capital markets execution and upcoming clinical/regulatory milestones . |
| Viridian Therapeutics | Chief Financial Officer; Chief Business Officer | 2021–2023 | Led financial strategy and business development . |
| Citi | Managing Director, Healthcare Investment Banking (prior roles: Director, VP, Associate) | 2017–2021 (MD); earlier roles prior to 2017 | Advised biopharma on equity, equity‑linked and M&A transactions; led coverage efforts . |
| Lehman Brothers; UBS; Merrill Lynch | Investment Banking | — | Earlier Wall Street roles prior to Citi . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sensei Biotherapeutics (public) | Director | Current | Disclosed as current public company board service . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 475,000 | 485,000 | Increased effective 2025 per proxy . |
| Target Annual Bonus (% of base) | 40% | 40% (unchanged per plan references) | 2024 bonus eligibility not prorated despite April start . |
| Actual Annual Bonus ($) | 161,500 | — | 85% corporate payout for 2024 goals (capital raising, clinical, pipeline, R&D) . |
| Sign‑On Bonus ($) | 87,000 | — | Subject to repayment if resigns w/o good reason or terminated for cause before Apr 16, 2025 . |
| Travel & Housing Allowance | $3,200 net per month | $3,200 net per month | 2024 included $28,800 allowance and $21,048 tax gross‑ups (shareholder‑unfriendly) . |
| 401(k) Match ($) | 3,000 | — | Standard company plan; no other deferred/pension benefits . |
Performance Compensation
Annual Bonus Structure (2024)
| Metric Category | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate goals: capital raising/financing; clinical asset development; pipeline advancement; R&D targets | Not disclosed | Management/Committee-set | Committee determined 85% corporate goal achievement | 85% of target (paid $161,500 to Humer) . |
Equity Awards (Time‑based Stock Options)
| Grant Date | Instrument | Shares | Exercise Price ($/sh) | Vesting | Expiration |
|---|---|---|---|---|---|
| Apr 16, 2024 | Nonqualified/ISO option (per plan) | 275,000 | 6.03 | 25% on Apr 16, 2025; then 6.25% on the first day of each calendar quarter for 12 quarters, subject to continued employment | Apr 15, 2034 . |
Policy and Grant Timing Controls
- Company states it does not time grants around MNPI; Humer’s award was same day as his 8‑K appointment; share price fell 9.5% after disclosure, consistent with Item 402(x) reporting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 68,750 shares (via options exercisable within 60 days of April 23, 2025) . |
| Ownership as % of Outstanding | Less than 1% . |
| Vested vs. Unvested | Vested options: 68,750 as of initial cliff (25% of 275,000); Unvested balance continues to vest quarterly per schedule . |
| Option In‑the‑Money Value | Not disclosed in proxy; exercise price $6.03 . |
| Pledging/Hedging | Prohibited for directors, officers, employees (no margin or pledging allowed) . |
| Ownership Guidelines | Compensation Committee may recommend guidelines; none specifically disclosed for executives . |
Vesting Cadence and Potential Selling Pressure
- Post-cliff, options vest 6.25% of the grant on the first day of each calendar quarter; this creates regular liquidity windows, though company policy restricts trading windows and prohibits hedging/pledging .
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Tenure | April 16, 2024; serves as CFO and PFO/PAO . |
| Employment Nature | At‑will . |
| Severance (outside CIC) | 9 months base salary; 9 months COBRA subsidy; prior-year earned but unpaid bonus; subject to release and covenant compliance . |
| Change‑in‑Control (CIC) Window | Three months prior to, and 12 months following, a CIC . |
| Severance (CIC double‑trigger) | 1x (base salary + target bonus) paid over 12 months; 12 months COBRA subsidy; prior-year earned but unpaid bonus; full acceleration of time‑based equity upon qualifying termination . |
| 280G Cutback | “Better‑of” provision to maximize after‑tax outcome (reduce benefits to avoid excise tax only if it yields higher after‑tax) . |
| Restrictive Covenants | Non‑competition, non‑solicitation, confidentiality, IP assignment; terms substantially similar to CEO agreement (CEO has 12‑month post‑employment non‑compete with garden leave) . |
| Clawback | Dodd‑Frank compliant policy adopted in 2023 covering incentive compensation upon a financial restatement . |
| Insider Trading | Formal policy; prohibits hedging, short sales, derivatives; controls on timing . |
Investment Implications
- Pay-for-performance calibration: 2024 bonuses paid at 85% of target driven by corporate milestones in financing and R&D; Humer’s bonus aligned with the company-wide factor and his target remained 40% of base, indicating at-risk cash is meaningful but not outsized for a biotech CFO .
- Equity alignment and retention: A single, sizable new‑hire option grant with a one‑year cliff and then quarterly vesting through year 4 creates ongoing retention hooks; double‑trigger CIC protections and full acceleration on time‑based awards in a CIC termination balance alignment with potential strategic outcomes .
- Selling pressure: Quarterly vesting after April 2025 may create periodic liquidity opportunities, but strict anti‑hedging/pledging policy reduces alignment risk; ownership remains under 1%, which limits direct shareholder alignment leverage compared to CEOs but is typical for newly hired CFOs at EGC biotechs .
- Governance/watch items: The company provided tax gross‑ups on travel/housing allowances in 2024 ($21,048), a shareholder‑unfriendly perk; however, Foghorn maintains a compliant clawback policy and prohibits pledging/hedging, which are positives for alignment and risk management .
- Retention risk: Outside CIC, severance is 9 months’ salary plus benefits—moderate by small/mid‑cap biotech standards; under CIC, CFO economics improve to 1x salary+target with equity acceleration, lowering risk of destabilizing departures during strategic transactions .
Appendix: Key 2024 Compensation Line Items (Humer)
| Metric | 2024 |
|---|---|
| Salary ($) | 336,458 (partial year) |
| Sign‑On Bonus ($) | 87,000 |
| Option Award Grant Date Fair Value ($) | 1,250,797 |
| Non‑Equity Incentive Plan Comp ($) | 161,500 |
| All Other Comp ($) | 52,848 (incl. $28,800 travel/housing; $21,048 tax gross‑ups; $3,000 401k match) |
| Total ($) | 1,888,603 |
Notes: 2024 target bonus = 40% of base; payout factor set at 85% for corporate goals; Humer’s 2024 bonus not prorated despite April start **[1822462_0001193125-25-112091_d875647ddef14a.htm:27]**.