James Geraghty
About James Geraghty
James Geraghty, age 70, is an independent director of Fulcrum Therapeutics and has served on the board since July 2016. He holds a B.A. in English from Georgetown University, an M.S. in Psychology from the University of Pennsylvania, and a J.D. from Yale Law School, and brings extensive biopharma operating and public company board experience (Genzyme, Sanofi, TRV, multiple life-science boards) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Senior Vice President | Apr 2011–Dec 2012 | Senior operating role at a global healthcare company |
| Genzyme | Senior VP, International Development; President, Genzyme Europe; CEO, Genzyme Transgenics | Not specified | Led European operations and subsidiary CEO; deep biotech operating expertise |
| Third Rock Ventures (TRV) | Entrepreneur in Residence | May 2013–Dec 2016 | Venture creation and portfolio company support |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Voyager Therapeutics, Inc. | Director | Current | Serves on the board of a biotechnology company |
| Orchard Therapeutics plc | Chairman | Prior; ended Jan 2024 | Stepped down following acquisition by Kyowa Kirin Co., Ltd. |
| Idera Pharmaceuticals, Inc. | Director | Prior; ended Sept 2024 | Stepped down following acquisition by Aceragen, Inc. |
| Juniper Pharmaceuticals, Inc. | Director | Prior | Former public company board experience |
| Pieris Pharmaceuticals, Inc. | Director | Prior | Former public company board experience |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee chair .
- Independence: Board determined all directors except the CEO (Sapir) and former interim CEO (Gould) are independent; Geraghty is independent under Nasdaq and Exchange Act rules .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met 5 times in 2024; Nominating & Corporate Governance Committee did not meet in 2024 .
- Leadership structure: Chair is independent; no Lead Independent Director given independent chair; independent directors meet in executive session at least twice per year; charters and governance guidelines are posted on the company’s website .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit | Member | 5 | All members independent; financial sophistication affirmed; chair is Katina Dorton |
| Nominating & Corporate Governance | Chair | 0 | All members independent |
| Compensation & HCM | Not a member | 5 | All members independent; not listed among members |
Fixed Compensation
- Director cash retainer framework (effective for 2024): Board member annual fee $40,000; Board chair incremental $30,000; Audit Committee member fee $7,500; Audit chair incremental $7,500; Compensation & HCM member $5,000; Compensation chair incremental $5,000; Nominating member $4,000; Nominating chair incremental $4,000; Science & Technology member $5,000; Science & Technology chair incremental $5,000 .
- 2024 director cash and equity awarded to James Geraghty: Fees earned $55,500; Option awards grant-date fair value $167,559; Total $223,059 (ASC 718 accounting) .
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees earned (cash) | $55,500 | As reported for Geraghty |
| 2024 Option awards (grant-date fair value) | $167,559 | ASC 718 valuation; not realized value |
| 2024 Total | $223,059 | Sum of cash and option awards |
| Retainer Component (2024 program) | Member Annual Fee | Chair Incremental Annual Fee |
|---|---|---|
| Board of Directors | $40,000 | $30,000 |
| Audit Committee | $7,500 | $7,500 |
| Compensation & HCM Committee | $5,000 | $5,000 |
| Nominating & Corporate Governance Committee | $4,000 | $4,000 |
| Science & Technology Committee | $5,000 | $5,000 |
Performance Compensation
- Equity grant design (time-based options):
- 2024 program: Initial director option 60,000 shares (monthly vesting 2.7778% over 36 months); annual option 30,000 shares (cliff vest at first anniversary or immediately prior to the next annual meeting) .
- Revised (effective Jan 24, 2025): Initial director option 72,000 shares; annual option 36,000 shares; same vesting structures; exercise price at fair market value on grant date; full exercisability upon specified change-in-control events .
| Equity Grant Parameter | 2024 | 2025 (revised) |
|---|---|---|
| Initial director option (shares) | 60,000 | 72,000 |
| Initial director vesting | 2.7778% monthly for 36 months | 2.7778% monthly for 36 months |
| Annual director option (shares) | 30,000 | 36,000 |
| Annual director vesting | 100% at first anniversary or pre-next AGM | 100% at first anniversary or pre-next AGM |
| Exercise price | FMV at grant date | FMV at grant date |
| Change-in-control | Becomes exercisable in full | Becomes exercisable in full |
No performance-based equity (e.g., PSUs/TSR metrics) for directors is disclosed; director equity awards are time-based stock options .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Voyager Therapeutics, Inc. | Director | No related-party transactions with FULC disclosed; standard indemnification arrangements . |
| Orchard Therapeutics plc | Former Chairman | Role ended post-acquisition (Kyowa Kirin, Jan 2024); no FULC related-party transactions disclosed . |
| Idera Pharmaceuticals, Inc. | Former Director | Role ended post-acquisition (Aceragen, Sept 2024); no FULC related-party transactions disclosed . |
| Juniper Pharmaceuticals, Inc.; Pieris Pharmaceuticals, Inc. | Former Director | No FULC related-party transactions disclosed . |
Expertise & Qualifications
- Extensive biopharma operating experience (Genzyme senior leadership; Sanofi SVP) and venture formation experience (TRV EIR), with multiple public board chair/director roles; education spans humanities, psychology, and law (Georgetown B.A., UPenn M.S., Yale J.D.) .
- Audit Committee member with board assertion that all members possess required financial sophistication under Nasdaq rules, though the designated Audit Committee Financial Expert is Katina Dorton .
Equity Ownership
| Ownership Detail | Shares/Units | Treatment | Notes |
|---|---|---|---|
| Direct common shares | 90,714 | Beneficial ownership | As footnoted for Geraghty |
| Options (exercisable within 60 days of Mar 31, 2025) | 89,712 | Included in beneficial ownership total | As footnoted for Geraghty |
| Total beneficially owned | 180,426 | <1% of outstanding | As disclosed; company-wide denominator 53,979,306 shares outstanding |
| Outstanding director options (as of Dec 31, 2024) | 119,712 | Not all necessarily exercisable within 60 days | Aggregate outstanding options by director |
| Hedging/pledging | Prohibited by policy (limited exceptions to pledging with pre-approval) | Alignment safeguard | Insider trading and anti-hedging/anti-pledging policy |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company reports all directors and officers satisfied Section 16(a) filing requirements for 2024 . |
Governance Assessment
-
Strengths:
- Independence verified; Geraghty serves as independent director and chairs the Nominating & Governance Committee, supporting board oversight of governance and succession .
- Attendance and engagement: Board met seven times in 2024; all directors met ≥75% attendance and attended the 2024 annual meeting .
- Audit oversight: Active Audit Committee schedules (5 meetings in 2024) and board-confirmed financial sophistication across members; clear pre-approval controls for audit/tax services .
- Alignment safeguards: Anti-hedging/anti-pledging policy; related-person transaction policy and Audit Committee oversight; standard indemnification agreements .
-
Potential concerns and RED FLAGS:
- Nominating & Governance Committee did not meet in 2024—could signal limited formal activity on board refreshment/succession and governance principle review; mitigants include board-wide governance guidelines and annual self-evaluation oversight .
- Director compensation increased equity option grants by 20% in 2025 (initial and annual awards), which raises pay-for-performance scrutiny given time-based vesting (no disclosed performance metrics) and potential dilution sensitivity in a small-cap biotech .
- Concentrated use of options vs. RSUs may elevate volatility in realized value and could complicate alignment if options become significantly in- or out-of-the-money; investors should monitor grant sizing against peer benchmarks and share usage trends .
-
No related-party transactions involving Geraghty are disclosed; Section 16(a) compliance is clean for 2024, supporting governance hygiene .
Fixed Compensation (Program vs. Individual)
| Category | Program Terms (2024) | Geraghty 2024 Actual |
|---|---|---|
| Board retainer | $40,000 | Included in $55,500 cash fees |
| Audit Committee member | $7,500 | Included |
| Nominating & Governance chair | $4,000 incremental | Included |
| Meeting fees | None specified; fees paid quarterly; reimbursement of travel expenses | N/A; standard reimbursement applies |
Performance Compensation (Equity Mechanics)
| Feature | Detail |
|---|---|
| Award type | Stock options (time-based vesting) |
| 2024 grant sizes | Initial 60,000; annual 30,000 |
| 2025 grant sizes | Initial 72,000; annual 36,000 |
| Vesting | Initial: 2.7778% monthly for 36 months; Annual: 100% at first anniversary or pre-next AGM |
| Exercise price | Fair market value on grant date |
| Change-in-control | Becomes fully exercisable |
Additional Notes
- Compensation committee independence and consultant oversight: The Compensation & HCM Committee (not including Geraghty) retained Aon as independent consultant since 2018; committee reviewed potential conflicts and found none; annual review of executive and director compensation with board approval .
- Audit fees and tax fees were pre-approved; no services outside pre-approval policy in 2024–2023, supporting audit independence practices .