Thomas Daniel - Lead Independent Director | Gossamer Bio (GOSS) Executive Profile & Compensation

About Thomas Daniel

Thomas Daniel, M.D., age 71, is Gossamer Bio’s Lead Independent Director (independent) and has served on the board since January 2018. A nephrologist and former academic investigator, Dr. Daniel previously held senior R&D leadership roles at Celgene, Amgen, Immunex, and served as CSO at Ambrx; he earned a B.A. from Southern Methodist University (1974), an M.D. from UT Southwestern (1978), and completed residency at Massachusetts General Hospital . He is characterized by deep research, clinical, and biotech governance experience .

Past Roles

Organization	Role	Tenure	Committees/Impact
Celgene Corporation	Chairman of Research; President of Research & Early Development; EVP & President of R&ED	Chairman of Research: Jan–Jun 2016; President R&ED: Dec 2006–Jan 2016; EVP & President R&ED: Feb 2012–Jan 2016	Led global R&D strategy and execution
Ambrx, Inc.	Chief Scientific Officer and Director	Prior to Celgene (dates not specified)	Built protein engineering programs
Amgen Inc.	Vice President of Research; site head Amgen Washington; therapeutic area head, inflammation	Prior to Ambrx (dates not specified)	Led research site and TA strategy
Immunex Corporation	Senior Vice President, Discovery Research	Until its acquisition by Amgen (dates not specified)	Directed discovery portfolio
Vanderbilt University	K.M. Hakim Professor; Director, Vanderbilt Center for Vascular Biology	Former academic investigator (dates not specified)	Academic leadership and research

External Roles

Organization	Role	Status	Committees/Impact
Aspen Neuroscience, Inc.	Director	Current (private)	Private biotech governance
Mozart Therapeutics, Inc.	Director	Current (private)	Immunology biotech oversight
Gate Therapeutics, Inc.	Director	Current (private)	Biotech board governance
Light Horse Therapeutics Inc.	Director	Current (private)	Biotech board governance
The Scripps Research Institute	Chair, Board of Overseers	Current	Chairs oversight board
Vanderbilt University Medical Center	Biomedical Science Advisory Board Member	Current	Scientific advisory
Larimar Therapeutics, Inc.; Vividion Therapeutics, Inc.; Epizyme, Inc.; Vir Biotechnology, Inc.; Juno Therapeutics, Inc.; Magenta Therapeutics, Inc.	Director	Prior (public/private as applicable)	Prior public/private boards

Board Governance

Role: Lead Independent Director, selected by independent directors; duties include chairing executive sessions of independent directors, facilitating board–CEO communication, reviewing/approving agendas and board information flow, and consulting on governance and performance .
Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Dr. Daniel is independent .
Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
Committee chairs: Compensation Committee chaired by Russell Cox; Nominating & Corporate Governance Committee chaired by Sandra Milligan; Audit Committee chaired by Skye Drynan (Dr. Daniel is not on Audit) .
Attendance: In FY2024 the board met six times; each director attended at least 75% of board and committee meetings during their service period . All but one then-serving directors attended the 2024 annual meeting .

Fixed Compensation

Component	Amount	Notes
Annual director retainer (cash)	$40,000	Non-employee director program
Lead Independent Director additional retainer	$25,000	Applies to Dr. Daniel
Committee chair retainers	Audit $20,000; Compensation $15,000; Nominating $10,000 (effective Feb 2025)	Previously $15k/$12k/$8k before Feb 2025
Committee member retainers	Audit $10,000; Compensation $7,500; Nominating $5,000 (effective Feb 2025)	Previously $7.5k/$6k/$4k before Feb 2025
2024 Cash fees – Thomas Daniel	$73,000	Actual fees earned in 2024
Director compensation cap	$750,000 per fiscal year; $1,000,000 in initial year (board may make exceptions in extraordinary circumstances)

Performance Compensation

Equity Element	Grant/Value	Vesting	Notes
2024 Option Award – Thomas Daniel	$55,465 grant-date fair value (ASC 718)	Per annual director grant program	Fair value; economic value realized depends on stock performance
Standard initial option grant (directors)	230,000 options	Vests monthly over 3 years	Upon board election
Standard annual option grant (directors)	115,000 options	Vests at the earlier of first anniversary or next annual meeting	Recurring annual award
Change-in-control treatment (directors)	Awards vest upon change in control	Single-trigger vesting for non-employee directors	Governance consideration
Options outstanding – Thomas Daniel (12/31/2024)	381,611 options	Exercisable within 60 days noted in footnote	Outstanding balance

Performance metrics are not used for director pay; awards are time-based options. The Restated Plan permits option/SAR repricing without shareholder approval (plan-level governance risk) .

Other Directorships & Interlocks

Area	Detail
Executive/board network tie	The CEO, Faheem Hasnain, previously led Receptos until its acquisition by Celgene (Aug 2015) ; Dr. Daniel previously led R&D at Celgene . This historical link suggests strong industry network effects but not a disclosed related-party transaction.

Expertise & Qualifications

Clinical/scientific credentials: Nephrologist; prior academic professorship and vascular biology center director at Vanderbilt .
R&D leadership: Senior roles across Immunex, Amgen, Ambrx, Celgene .
Governance: Extensive board experience across biotech; current leadership of Scripps Research Board of Overseers .

Equity Ownership

Holder	Common Shares	Options Exercisable ≤60 days	Total Beneficial Ownership	Ownership %
Thomas Daniel, M.D.	38,095 (Daniel Living Trust)	381,611	419,706	Less than 1%

Hedging/pledging: Company policy prohibits pledging, hedging, margin purchases, short sales, and derivative transactions in company stock for directors and employees .

Governance Assessment

Positives:
- Lead Independent Director role with clear responsibilities enhances board independence and oversight .
- Independent status and active service on key governance/compensation committees; directors met ≥75% attendance in FY2024 .
- Director compensation structured with modest cash retainers and equity tied to long-term service; compensation limits and clawback provisions embedded in plan governance .
- Prohibitions on hedging/pledging strengthen alignment with shareholder interests .
- Say-on-pay support in 2024 indicates reasonable investor acceptance of compensation governance (For: 115,985,182; Against: 40,356,919; Abstain: 5,831,133) .
Watch items / RED FLAGS:
- Director awards vest upon change in control (single-trigger CIC vesting); some investors prefer double-trigger to better align incentives through a transaction .
- Restated plan permits option/SAR repricing without shareholder approval, which can be shareholder-unfriendly if used imprudently .
- Company-level related party employment (CEO’s son employed and granted options) requires continued audit committee oversight; no Daniel-specific related party transactions disclosed, but monitoring remains prudent .
Overall: Dr. Daniel’s profile and committee roles support board effectiveness in R&D-focused strategic oversight. Alignment is adequate via equity ownership and policy restrictions; governance risks relate primarily to plan mechanics (repricing) and CIC vesting terms rather than director-specific conflicts .

Appendix: Reference Tables

Director Compensation – 2024 (Selected)

Director	Cash Fees ($)	Option Awards ($)	Total ($)
Thomas Daniel, M.D.	73,000	55,465	128,465

Board & Committee Structure

Committee	Members	Chair	FY2024 Meetings
Audit	Skye Drynan; Russell Cox; John Quisel	Skye Drynan	4
Compensation	Russell Cox; Thomas Daniel; Sandra Milligan	Russell Cox	6
Nominating & Corporate Governance	Sandra Milligan; Thomas Daniel; Steven Nathan	Sandra Milligan	2

2024 Say-on-Pay Vote Results

For	Against	Abstain	Broker Non-Votes
115,985,182	40,356,919	5,831,133	28,757,285