Lynne Parshall
About Lynne Parshall
Independent Class III director at Foghorn Therapeutics (FHTX) since August 2022; seasoned life sciences executive and director with legal and finance background. Former COO (2007–2018) and CFO (1994–2012) of Ionis Pharmaceuticals; previously partner at Cooley LLP (1986–1991). Education: A.B. Harvard; J.D. Stanford; NACD Directorship Certification (2023) and NACD Cybersecurity Expert Certification (2024). The Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals | Chief Operating Officer | Dec 2007–Jan 2018 | Senior operational leadership across finance and operations |
| Ionis Pharmaceuticals | Chief Financial Officer | Jun 1994–Dec 2012 | Led financial strategy and reporting |
| Ionis Pharmaceuticals | Corporate Secretary | Through 2014 | Corporate governance officer |
| Ionis Pharmaceuticals | Senior Strategic Advisor | Jan 2018–Dec 2022 | Strategic counsel to management |
| Cooley LLP | Partner (Attorney) | 1986–1991 | Corporate legal practice |
| Lyme Pinnacle Consulting LLC | CEO | Since 2018 | Strategic consulting in life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ionis Pharmaceuticals (Public) | Director | Since Sep 2000 | Long-standing board member |
| Cytokinetics (Public) | Director | Since Feb 2013 | Biopharma board experience |
| Akcea Therapeutics (Public) | Director | Jan 2015–Oct 2020 | Board tenure until acquisition by Ionis |
| Repertoire Immune Medicines (Private) | Director | Since 2021 | Private life sciences board |
| Ring Therapeutics (Private) | Director | Since 2022 | Private life sciences board |
| Alltrna (Private) | Director | Since 2023 | Private life sciences board |
| Celdara Medical (Private) | Director | Since 2023 | Private life sciences board |
Board Governance
- Class III director; term expires at the 2026 annual meeting .
- Committees: Audit Committee Chair and “audit committee financial expert”; Nominating & Corporate Governance Committee member .
- Independence: Board determined all non-employee directors (including Parshall) are independent under Nasdaq and SEC rules .
- Attendance: Board held five meetings in 2024; each then-serving director other than one resignation attended at least 75% of board and applicable committee meetings; non-employee directors met in executive session at each regular meeting .
- Audit Committee met four times (2024) and Parshall signed the Audit Committee report as Chair .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Non-employee director base fee |
| Audit Committee Chair Fee | $15,000 | Chair premium |
| Nominating & Corporate Governance Committee Member Fee | $4,000 | Committee membership fee |
| Total Cash Fees Paid (2024) | $59,000 | Reported “Fees Earned or Paid in Cash” |
| Director Compensation Policy Cap | $750,000 annual; $1,000,000 in first year | Aggregate compensation limit |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value (USD) | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Annual Non-Employee Director Option | Jun 26, 2024 | 16,000 | $66,447 | Equal to closing price at grant per policy (numeric not disclosed) | Vests 100% on first anniversary, subject to service |
| Outstanding Director Options (Status) | Quantity | As-of Date |
|---|---|---|
| Total unexercised options | 64,000 | Dec 31, 2024 |
| Options exercisable within 60 days | 37,333 | Apr 23, 2025 reference date |
Notes:
- Annual director grants are time-based with no performance metrics; director options expire within 10 years and are priced at least at the closing price on grant date .
Other Directorships & Interlocks
| Company | Relationship to FHTX | Potential Interlock/Conflict Assessment |
|---|---|---|
| Ionis Pharmaceuticals (Public) | External directorship | No related-party transactions disclosed involving Parshall; none flagged in proxy |
| Cytokinetics (Public) | External directorship | No related-party transactions disclosed involving Parshall; none flagged in proxy |
| Akcea Therapeutics (Public) | Former director | No related-party transactions disclosed involving Parshall; none flagged in proxy |
| Repertoire, Ring, Alltrna, Celdara (Private) | External directorships | No related-party transactions disclosed involving Parshall; none flagged in proxy |
Expertise & Qualifications
- Audit committee financial expert designation; chairs Audit Committee .
- Deep executive operating and finance background (COO, CFO) in biotech; seasoned legal training as former Cooley partner .
- NACD Directorship Certification (2023) and NACD Cybersecurity Expert Certification (2024) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as recognized by SEC rules) | Options to purchase 37,333 shares exercisable within 60 days (as of Apr 23, 2025) |
| Ownership % of shares outstanding | Less than 1% |
| Options outstanding (all unexercised) | 64,000 (as of Dec 31, 2024) |
| Hedging and pledging | Prohibited by insider trading policy for directors |
Governance Assessment
- Positive signals: Independent director; Audit Chair and financial expert; robust committee engagement; executive sessions held each regular board meeting; Audit and Nominating committees met regularly in 2024 .
- Alignment: Director compensation heavily equity-linked via annual options; cash fees consistent with committee roles; time-based equity standard for small-cap biotech boards .
- Conflicts/Related-party: No related-party transactions disclosed involving Parshall; Audit Committee (which she chairs) oversees RPT approvals .
- Shareholder oversight context: Company is an Emerging Growth Company and not required to hold say‑on‑pay votes; Compensation Committee used independent consultant Pay Governance and affirmed consultant independence .
RED FLAGS: None disclosed specific to Parshall (no related‑party transactions, no pledging/hedging, attendance ≥75% threshold met). Monitoring warranted on multi-board commitments typical for sector, but no proxy-disclosed attendance or conflict issues for Parshall in 2024 .