Caryn Peterson
Gossamer BioAbout Caryn Peterson
Caryn Peterson is Executive Vice President, Regulatory at Gossamer Bio (GOSS), serving as EVP since April 2021 and previously as SVP, Regulatory & Quality since April 2018 . She is 66 years old as of April 28, 2025 . Her core credentials include over three decades of regulatory leadership across biopharma companies and consulting; she has authored research and is a co‑inventor on multiple patent applications, and serves on the board of Aspen Neuroscience (since June 2021) . Company operational performance relevant to executive incentives included 2024 corporate goals tied to clinical, regulatory, commercial readiness, and BD milestones with overall bonus achievement at 95% of target for the year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DSC Associates, LLC | Managing Partner, Development & Strategic Consulting | 2004–2018 | Led global clinical and regulatory strategy across broad therapeutic areas |
| Syndax Pharmaceuticals, Inc. | Vice President, Regulatory Affairs | 2008–2018 | Built regulatory function and advanced programs through key U.S./EU interactions |
| FeRx Incorporated | Vice President, Regulatory Affairs | 1997–2004 | Directed U.S. regulatory strategy and filings |
| Amylin Pharmaceuticals | Managerial roles, Pharmaceutical Development & Regulatory Affairs | 1989–1997 | Advanced development and regulatory submissions |
| Hybritech Incorporated | Staff Scientist | 1981–1989 | Early R&D leadership; coauthored publications and co‑inventor on patent applications |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Aspen Neuroscience, Inc. | Director | Since June 2021 | Private biotech; board service complements Gossamer regulatory leadership |
Fixed Compensation
- Individual base salary and target bonus opportunity for Ms. Peterson are not disclosed in the 2024–2025 proxies (she is not a named executive officer). Company program context: 2024 NEO target bonuses were CEO 55%, COO/CFO 45%, CMO 40%, with payouts driven by corporate and individual performance . 2024 NEO base salaries were reviewed and increased 3% effective March 1, 2024 (CEO $631,237; COO/CFO $505,097; CMO $483,432) .
Performance Compensation
Company bonuses are tied to pre‑set corporate objectives; 2024 corporate performance was assessed at 95% of target based on execution against clinical, regulatory, commercial, and partnership goals . For context, CEO bonus is 100% corporate; other NEOs are 70% corporate/30% individual performance .
| 2024 Corporate Goal | Weighting | 2024 Achievement | Performance | Weighted Performance |
|---|---|---|---|---|
| PROSERA patient enrollment | 40% | Achieved substantial portion of 2024 screening/enrollment | 87.5% | 35% |
| PDCO (EMA) agreement on Pediatric Plan design | 10% | Achieved favorable outcome with PDCO | 100% | 10% |
| FDA feedback on PH‑ILD Phase 3 design; on track for EMA | 10% | Achieved | 100% | 10% |
| Commercial readiness gap assessment/implementation | 5% | Achieved | 100% | 5% |
| Joint U.S. commercial plan agreed | 10% | Achieved | 100% | 10% |
| Enter global partnership | 20% | Entered global collaboration with Chiesi in May 2024 | 100% | 20% |
| Global development plan under partnership | 5% | Achieved | 100% | 5% |
| Total | 100% | — | — | 95% |
Additional equity design notes:
- Standard stock option vesting at Gossamer: 4 years (25% after 1 year, then monthly over 36 months); RSUs, when granted, typically vest in three equal annual installments .
- Clawback policy adopted as required by SEC and Nasdaq to recover erroneously awarded incentive compensation .
Equity Ownership & Alignment
- Beneficial ownership shows meaningful “skin in the game” via common shares and a significant option position; pledging and hedging of company stock are prohibited by the Insider Trading Compliance Policy .
| Metric | 2021 (as of Apr 19, 2021) | 2022 (as of Apr 19, 2022) | 2024 (as of Apr 16, 2024) | 2025 (as of Apr 28, 2025) |
|---|---|---|---|---|
| Common shares held (direct/indirect) | 74,828 incl. 65,247 RSUs | 25,254 | 49,833 | 49,833 |
| Options exercisable within 60 days | 141,548 | 213,953 | 457,435 | 768,291 |
| Total beneficial (SEC method) | 216,376 | 239,207 | 507,268 | 818,124 |
| Shares outstanding (context) | — | — | — | 227,221,261 |
| Ownership % (beneficial/OS) | — | — | — | 0.36% (818,124 ÷ 227,221,261) |
| Pledging/Hedging | Prohibited by policy | Prohibited | Prohibited | Prohibited |
Notes: Beneficial ownership totals follow SEC methodology including options exercisable within 60 days .
Insider trading activity (forms filed):
- Form 4 filings referencing Ms. Peterson’s transactions include 2022‑03‑16, 2022‑03‑23, 2022‑10‑24, 2022‑12‑09, 2023‑03‑16, and 2025 filings (direct links to SEC): 2022‑03‑16 , 2022‑03‑23 , 2022‑10‑24 , 2022‑12‑09 (PDF) , 2023‑03‑16 , 2025 (example) . These filings evidence option grants and periodic sales/acquisitions; pledging/hedging are disallowed by policy .
Employment Terms
Specific employment letter terms for Ms. Peterson are not disclosed in the 2024–2025 proxies. For reference, current employment letters for other executive officers (COO/CFO and CMO) provide the following economics (double‑trigger structure) :
| Provision | Standard Executive (outside CIC) | Standard Executive (within 12 months post‑CIC) | Notes |
|---|---|---|---|
| Severance (base salary) | 9 months | 12 months | Release required; paid on payroll cycle |
| Target bonus payout | — | 1× target annual bonus | Paid with severance commencement |
| COBRA (health premiums) | Up to 9 months | Up to 12 months | Company pays full premium |
| Equity vesting acceleration | — | 100% vesting and exercisability of unvested equity | Double‑trigger |
| Death/Disability equity | Greater of 50% of unvested or 9 months’ scheduled vesting | — | With release |
| 280G treatment | Better‑of cutback vs. full pay (after‑tax maximization) | Better‑of cutback vs. full pay | Applies to parachute payments |
Company policies relevant to alignment and risk:
- Clawback policy (SEC/Nasdaq compliant)
- Prohibition on pledging, hedging, margin purchases, short sales, and derivatives in company stock
Compensation Committee and Governance Context
- Compensation Committee members (2024): Russell Cox (Chair), Thomas Daniel, M.D., Sandra Milligan, M.D., J.D.; all independent and non‑employee directors .
- Equity plan context: 2019 Plan restated in 2025 to add 11,350,000 shares; options outstanding 42,005,109 with $1.52 weighted average exercise price; shares remaining under 2019 Plan 1,279,412 as of April 2, 2025 . Standard features include no single‑trigger vesting, independent administration, and prohibitions on in‑the‑money grants; repricing authority exists under the Restated Plan .
Investment Implications
- Alignment and retention: Ms. Peterson holds meaningful equity with a large option component (768,291 options exercisable within 60 days as of April 28, 2025), aligning incentives to long‑term equity value creation . Company prohibits pledging/hedging, supporting alignment quality .
- Selling pressure and vesting: Periodic Form 4 activity indicates routine equity transactions; standard 4‑year option vesting and the 2025 plan share increase suggest a continued cadence of vesting that can create mechanical supply, though policy bars hedging/pledging .
- Change‑of‑control economics: While Ms. Peterson’s specific letter is not disclosed, peer executive letters feature double‑trigger CIC protection (12 months’ salary + target bonus, full equity acceleration), which can reduce voluntary departure risk through a transaction cycle but may dampen downside pay‑for‑performance asymmetry if a CIC occurs at depressed prices .
- Performance linkage: Annual cash incentives are tightly tied to corporate milestones; 2024 achievement at 95% shows measured payout discipline despite significant operational progress, a positive for pay‑for‑performance alignment .
- Dilution and options overhang: Restated Plan adds 11.35M shares; options outstanding 42.0M at a $1.52 WAE strike contextualize potential dilution overhang and future exercise dynamics if the stock re‑rates higher .
Overall: Ms. Peterson’s equity‑heavy profile, combined with strict anti‑pledging policies and double‑trigger CIC constructs, indicates solid alignment and manageable retention risk through regulatory inflection points. Monitoring Form 4 activity around major catalysts and subsequent vesting cliffs remains prudent .