Thomas Lynch
About Thomas J. Lynch, Jr., M.D.
Independent Class I director since October 2022; world-renowned oncologist and leader of National Cancer Institute-Designated Comprehensive Cancer Centers. President and Director of Fred Hutchinson Cancer Center since February 2020; prior roles include Chief Scientific Officer at Bristol-Myers Squibb (2017–2019), CEO of Massachusetts General Physicians Organization (2015–2017), and Director of Yale Cancer Center/Physician-in-Chief at Smilow Cancer Hospital (2009–2015). Independent under Nasdaq rules; appointed to FHTX’s Nominating & Corporate Governance Committee in May 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fred Hutchinson Cancer Center | President & Director | Feb 2020–present | Leads strategic direction; PI of Cancer Center Support Grant |
| Bristol-Myers Squibb | Chief Scientific Officer | Mar 2017–Oct 2019 | Led scientific strategy |
| Massachusetts General Physicians Organization | CEO | Sep 2015–Mar 2017 | Operational leadership |
| Yale Cancer Center / Smilow Cancer Hospital | Director / Physician-in-Chief | Apr 2009–Mar 2015 | Led oncology programs |
| Massachusetts General Hospital / Harvard Medical School | Chief of Hematology-Oncology / Professor of Medicine | Prior to 2009 | Clinical & academic leadership; early EGFR-targeted therapy work |
External Roles
| Organization | Role | Sector | Public Company? |
|---|---|---|---|
| Fred Hutchinson Cancer Center | President & Director | Academic/Research | No |
| Professional societies (AACR, ASCO, IASLC) | Member | Medical | No |
Board Governance
- Board structure: Staggered three classes; Lynch is Class I, term expires at 2027 annual meeting .
- Independence: Board determined all directors except CEO Adrian Gottschalk are independent; Lynch qualifies .
- Committees:
- 2025: Nominating & Corporate Governance (member); chair: Douglas G. Cole .
- 2024: Not listed as member on Audit, Compensation, or Nominating & Governance .
- 2023: Not listed as member on Audit, Compensation, or Nominating & Governance .
- Attendance: Board held 5 meetings in 2024; each then-serving director except Dr. Koppel attended ≥75% (Lynch met threshold). Non‑employee directors held executive sessions at each regular meeting .
| Governance Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Committee memberships (Audit) | No | No | No |
| Committee memberships (Compensation) | No | No | No |
| Committee memberships (Nominating & Governance) | No | No | Yes (member) |
| Independence | Yes (board states all except CEO and Smith; Lynch independent) | Yes (all except CEO) | Yes (all except CEO) |
| Attendance threshold met | Yes (≥75%) | Yes (≥75%) | N/A in proxy cycle |
Fixed Compensation
- Policy: Annual cash retainer $40,000; Audit Committee $7,500 ($15,000 chair); Compensation Committee $5,000 ($10,000 chair); Nominating & Corporate Governance or Science Committee $4,000 ($8,000 chair). Annual option grant 16,000 shares; initial option grant 32,000 shares for new directors. Aggregate annual director pay capped at $750,000 ($1,000,000 first year) .
- 2024 actual cash fees: $44,000 for Lynch .
- 2023 actual cash fees: $44,000 .
- 2022 actual cash fees (partial year): $7,857 (appointed Oct 27, 2022) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees ($) | $7,857 | $44,000 | $44,000 |
| Committee cash policy (reference) | See policy | See policy | See policy |
Performance Compensation
- Equity instruments: Time-vested stock options (no PSUs/RSUs disclosed for directors). Exercise price set at least equal to closing market price on grant date; options expire not later than 10 years after grant; annual options vest 100% on first anniversary; initial options vest one-third annually over three years .
- Grants and values:
- 2024 annual grant: Option to purchase 16,000 shares; grant date fair value $66,447 .
- 2023 annual grant: Option to purchase 16,000 shares; grant date fair value $101,573 .
- 2022 initial grant: Option to purchase 32,000 shares upon appointment (Oct 27, 2022); grant date fair value $196,593 .
| Grant Detail | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant date | Oct 27, 2022 | Jun 21, 2023 | Jun 26, 2024 |
| Options (shares) | 32,000 | 16,000 | 16,000 |
| Grant-date fair value ($) | $196,593 | $101,573 | $66,447 |
| Vesting | 1/3 each year over 3 years | 100% at 1-year anniversary | 100% at 1-year anniversary |
| Expiration (policy) | ≤10 years from grant | ≤10 years from grant | ≤10 years from grant |
No performance metrics (TSR/EPS/ESG) disclosed for director equity; options are time-vested under the 2020 Plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Lynch .
- Shared directorships with FHTX stakeholders: None disclosed; related-party transactions list does not include Lynch .
Expertise & Qualifications
- Clinical/scientific leadership in oncology; experience leading major cancer centers; prior biopharma leadership at BMS; memberships in AACR, ASCO, IASLC. Early EGFR mutation work supports domain expertise relevant to FHTX’s oncology pipeline .
Equity Ownership
- Beneficial ownership consists solely of options exercisable within 60 days; no common shares disclosed; <1% of outstanding.
- Hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, and pledging for directors .
| Ownership Metric | As of Apr 26, 2024 | As of Apr 23, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 26,667 (options exercisable within 60 days) | 37,333 (options exercisable within 60 days) |
| % of outstanding | <1% | <1% |
| Unexercisable options (context) | Total options outstanding as of 12/31/2024: 64,000 | Not specified; exercisable count above |
| Section 16 compliance | Compliant in 2023 | Compliant in 2024 |
Governance Assessment
-
Strengths:
- Independence and clean related-party profile; no Lynch-specific related-party transactions reported .
- Attendance at or above the 75% threshold; regular executive sessions bolster independent oversight .
- Relevant oncology and biopharma leadership adds domain expertise to pipeline oversight .
- Committee role on Nominating & Governance (2025) positions Lynch to oversee conflicts and board composition .
-
Risks/Red Flags:
- Director pay structure relies on time-vested options without explicit performance conditions; alignment depends on stock price rather than operational targets .
- As an emerging growth company, FHTX does not conduct say‑on‑pay votes, limiting shareholder feedback on compensation through 2025 .
-
Alignment Signals:
- Accumulated exercisable options (37,333) and annual grants indicate ongoing equity participation; prohibitions on hedging/pledging support alignment with shareholders .
No insider Form 4 trading patterns for Lynch are disclosed in the proxy; Section 16(a) compliance noted for 2024 (and 2023) .