Bryan Giraudo
Gossamer BioAbout Bryan Giraudo
Chief Operating Officer (since September 2021) and Chief Financial Officer (since May 2018) of Gossamer Bio. Age 50; B.A. from Georgetown University . 2024 business execution included advancing the Phase 3 PROSERA study and signing a global collaboration with Chiesi for seralutinib . Pay-versus-performance disclosures show challenging shareholder returns and losses over 2022–2024: TSR value of a $100 initial investment was $22 (2022), $9 (2023), $8 (2024), while net losses were $(229.4)M (2022), $(179.8)M (2023), $(56.5)M (2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment ($) | 22 | 9 | 8 |
| Net Income (Loss) ($) | (229,378,000) | (179,817,000) | (56,528,000) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leerink Partners | Senior Managing Director | 2009–Apr 2018 | Led western North America and APAC biotech/medtech banking |
| Merrill Lynch (Global Healthcare IB) | Managing Director | Not disclosed | Senior investment banking leadership in healthcare |
External Roles
| Organization | Role | Years |
|---|---|---|
| Protagonist Therapeutics, Inc. | Director | Since May 2018 |
| Onxeo S.A. | Director | Since Nov 2021 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 485,624 | 502,645 |
| Target Bonus (% of Base) | 45% (unchanged from 2023) | 45% |
| Actual Bonus Paid ($) | 218,467 | 232,977 |
| Option Awards (Grant-Date Fair Value, $) | 579,791 (includes $283,292 incremental fair value from May 2023 repricing) | 432,281 |
Performance Compensation
2024 annual incentive plan mechanics (corporate and individual factors):
| Component | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Corporate performance | 70% | 100% | 95% | Drives 70% of payout based on company score |
| Individual performance (Giraudo) | 30% | 100% | 120% | Drives 30% of payout based on individual factor |
| Target bonus % | — | 45% of base salary | — | — |
| Actual bonus paid ($) | — | — | 232,977 | Reflected in SCT |
2024 corporate goals and measured results:
| 2024 Corporate Goal | Weight | Achievement | Weighted Performance |
|---|---|---|---|
| PROSERA patient enrollment | 40% | 87.5% | 35% |
| PDCO agreement on Pediatric Plan | 10% | 100% | 10% |
| FDA feedback on PH-ILD Phase 3 and EMA feedback timing | 10% | 100% | 10% |
| Commercial readiness gap assessment | 5% | 100% | 5% |
| Joint U.S. commercial plan under partnership | 10% | 100% | 10% |
| Global partnership execution | 20% | 100% | 20% |
| Global development plan under partnership | 5% | 100% | 5% |
| Total corporate performance | — | — | 95% |
Equity instruments and vesting:
- Annual options vest 25% after 1 year, then monthly over the next 36 months; certain grants vest over three years; 2023 included a CEO performance option with price hurdles, not applicable to Mr. Giraudo .
Equity Ownership & Alignment
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,181,602 |
| Ownership (% of outstanding) | 1.0% |
| Direct/common shares (incl. family trust) | 572,747 |
| Options exercisable within 60 days | 1,595,350 |
| Warrants exercisable within 60 days | 13,505 |
- Insider trading policy prohibits pledging, hedging, margin purchases, short sales, and derivatives on company stock .
- Stock ownership guidelines were not disclosed; compliance status not stated .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 1/2/2024 | — | 543,750 | 0.97 | 1/2/2034 |
| 11/20/2023 | 49,088 | 132,162 | 0.84 | 11/20/2033 |
| 3/20/2023 | 92,531 | 118,969 | 1.21 | 3/20/2033 |
| 12/7/2022 | 140,647 | 70,853 | 2.16 | 12/7/2032 |
| 1/6/2022 | 171,742 | 4,933 | 1.36 | 1/6/2032 |
| 9/16/2021 | 81,251 | 18,753 | 1.36 | 9/16/2031 |
| 2/25/2021 | 57,500 | 2,502 | 1.36 | 2/25/2031 |
| 2/14/2020 | 47,668 | — | 1.36 | 2/14/2030 |
| 3/25/2019 | 96,671 | — | 1.36 | 3/25/2029 |
| 12/10/2018 | 155,555 | — | 10.71 | 12/10/2028 |
| 5/21/2018 | 405,666 | — | 2.61 | 5/21/2028 |
Notes:
- Certain options were repriced on May 5, 2023, reflected in exercise prices and incremental fair value accounting in 2023 .
Employment Terms
| Scenario | Cash Severance | Bonus | Health (COBRA) | Equity Acceleration | Trigger Type |
|---|---|---|---|---|---|
| Termination without cause/for good reason (pre‑CIC or >12 months post‑CIC) | 9 months base salary | Not specified | Up to 9 months paid premiums | Death/disability: greater of 50% of unvested awards or awards vesting over next 9 months | Single termination (no CIC) |
| Termination without cause/for good reason within 12 months after CIC | 12 months base salary | Target annual bonus paid | Up to 12 months paid premiums | Full vesting/exercisability of unvested awards | Double trigger (CIC + termination) |
| Clawback | Applies per SEC/Nasdaq rules; recovery of erroneously paid incentive comp | ||||
| Tax gross‑ups | None; no post‑employment tax gross‑ups | ||||
| 280G cutback | “Better‑off” cutback applies | ||||
| Hedging/pledging | Prohibited per policy |
Historical promotion terms:
- Upon promotion to COO/CFO (Sept 2021): base salary $460,000; target bonus 45%; severance included salary continuation, pro‑rated target bonus (non‑CIC), and extended benefits; enhanced severance and bonus without proration in CIC; plus a 150,000‑share option grant on 9/16/2021 .
Compensation Structure Analysis
- Cash vs equity: Target total cash around 50th percentile of peers; annual equity awards around the 62nd percentile per Alpine Rewards benchmarking; peer group updated in 2024 to reflect market cap, stage, and headcount .
- Options repricing: Company permits option/SAR repricing without shareholder approval under the plan; Mr. Giraudo’s options were repriced in May 2023 (incremental fair value $283,292) . Repricing is a governance red flag and can increase perceived insider value protection .
- Pay-for-performance: 2024 corporate performance set at 95% with individual factor 120%, yielding an SCT-reported bonus of $232,977 for Mr. Giraudo .
- Equity dilution and overhang: The Restated Plan increases the share reserve and extends the evergreen through 2035; overhang and burn rates are monitored, but added authorization increases potential dilution .
Risk Indicators & Red Flags
- Option repricing allowed and used (2023) .
- Full single-trigger prohibition: Plan indicates no single-trigger vesting on CIC (awards accelerate if not assumed, otherwise double-trigger applies) .
- Hedging/pledging ban reduces alignment risk; no pledging disclosed for Mr. Giraudo .
- Indemnification agreements in place for directors and executive officers .
Equity Ownership & Alignment Details
- Beneficial ownership: 2,181,602 shares (1.0% of outstanding). Composition: 572,747 common shares (incl. family trust), 1,595,350 options exercisable within 60 days, and 13,505 warrants exercisable within 60 days .
- Ownership guidelines: Not disclosed; policy prohibits hedging/pledging .
Expertise & Qualifications
- Investment banking background (Leerink, Merrill Lynch) with regional and sector leadership; director experience at Protagonist Therapeutics and Onxeo S.A.; formal finance and operations credentials through COO/CFO roles .
Investment Implications
- Retention risk appears moderate: double-trigger severance with full acceleration post-CIC and meaningful unvested equity provide retention and CIC incentives; pre‑CIC severance excludes target bonus under current letter, lowering windfall risk .
- Potential selling pressure from option vesting: substantial blocks from recent grants (e.g., 543,750 options granted 1/2/2024 begin vesting on first anniversary and monthly thereafter), and multiple prior grants are already exercisable .
- Governance signal: option repricing in 2023 and plan-level repricing authority are noteworthy and may be viewed negatively by some investors .
- Alignment: 1.0% beneficial ownership, hedging/pledging bans, and performance-linked cash incentives support alignment; however, ongoing dilution risk from expanded plan reserves and evergreen extension should be monitored .