Lisa A. Davidson
About Lisa A. Davidson
Lisa A. Davidson is Chief Financial Officer and Treasurer of Fractyl Health, Inc. (GUTS), serving since August 2015, and is 59 years old . She holds a B.A. and an M.B.A. from the University of New Hampshire and has led functions beyond Finance, including Human Resources and Information Technology . 2024 executive incentives for GUTS emphasized clinical/regulatory execution (REVEAL/REMAIN/Rejuva) with aggregate bonus payouts at 75% of target, and milestone‑based options partially earned (60%)—tying pay outcomes to program progress rather than financial metrics like revenue/EBITDA/TSR, which were not disclosed for executives in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flexion Therapeutics, Inc. | Vice President of Finance & Administration | March 2009–August 2015 | Public biopharma; finance leadership supporting development/commercialization of novel injectable pain therapies |
| OmniSonics Medical Technologies, Inc. | Director of Finance | — | Private medical device; finance leadership for vascular occlusive disease treatments |
| PerkinElmer Inc. | Director of Finance | — | Public health sciences/advanced tech; finance leadership roles |
| Citizens Advisers, Inc. | Director of Finance | — | Investment adviser to Citizens Funds; finance leadership |
| Fractyl Health, Inc. | Led HR and IT functions (in addition to Finance) | — | Broadened operating scope beyond Finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company board roles disclosed for Ms. Davidson |
Fixed Compensation
| Metric (FY 2024) | Value |
|---|---|
| Annual base salary (set) | $450,000 |
| Salary paid | $445,385 |
| Target bonus % of base | 40% |
| Target bonus ($) | $180,000 (40% × $450,000) |
| Actual bonus paid | $135,000 |
| All other compensation | $600 (life insurance premiums) |
| Stock awards (RSUs/PSUs) | — (none granted in 2024) |
| Option awards (grant-date FV) | $1,391,287 (ASC 718) |
| Total compensation | $1,972,272 |
Performance Compensation
Annual Cash Bonus Structure (FY 2024)
| Metric | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| REVEAL‑1 enrollment & data reporting | 10% | Bonus target: 40% of base salary ($180,000) | Board approved aggregate payout at 75% of target; Ms. Davidson paid $135,000 | Corporate operational goals; payout based on cumulative achievement |
| REMAIN‑1 enrollment | 70% | Same as above | Same as above | Largest weighting reflects pivotal program enrollment |
| Rejuva: regulatory feedback & manufacturability | 10% | Same as above | Same as above | Gene therapy program readiness |
| Commercialization progress | 10% | Same as above | Same as above | Market readiness initiatives |
Performance‑Based Stock Options (Granted Feb 1, 2024)
| Grant Date | Type | Shares | Exercise Price | Milestone Eligibility | Earned % Determined Feb 27, 2025 | Vesting of Earned Portion |
|---|---|---|---|---|---|---|
| 2/1/2024 | Performance‑based option | 152,500 | $15.00/share | 40% REVITALIZE‑1; 40% REMAIN‑1; 20% Rejuva across 2/1/2024–12/31/2024 | 60% earned (REMAIN‑1 and Rejuva achieved; REVITALIZE‑1 not achieved) | Earned portion vests 25% on 12/31/2024 and 25% on each of the first three anniversaries thereafter |
Equity Ownership & Alignment
Beneficial Ownership (as of April 16, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Lisa A. Davidson | 623,815 | 1.3% (out of 48,976,636 shares) |
- Hedging and pledging: Company policy prohibits hedging and pledging of GUTS securities by officers/directors; no pledging permitted under policy .
- Anti‑hedging compliance filed as exhibit to Form 10‑K; policy applies to entities controlled by officers .
Outstanding Equity Awards at FY‑End 2024 (Options)
| Vesting Start Date | Exercisable (shares) | Unexercisable (shares) | Exercise Price | Expiration |
|---|---|---|---|---|
| 6/27/2016 | 240,481 | — | $2.67 | 12/16/2025 |
| 3/27/2019 | 53,433 | — | $3.33 | 3/26/2029 |
| 9/25/2019 | 21,181 | — | $3.89 | 9/24/2029 |
| 3/26/2020 | 99,821 | — | $3.89 | 3/25/2030 |
| 6/24/2021 | 141,071 | 20,150 | $6.98 | 6/23/2031 |
| 9/7/2022 | 6,556 | 5,093 | $8.59 | 9/6/2032 |
| 3/16/2023 | 10,198 | 13,100 | $8.18 | 3/15/2033 |
| 2/1/2024 | 22,875 | 68,625 (performance‑earned tranche vesting per schedule) | $15.00 | 1/31/2034 |
- Vesting mechanics: Except the 2/1/2024 performance grant, Ms. Davidson’s options vest in 48 equal monthly installments following vesting start date, subject to continued service . The 2/1/2024 performance options vest per milestone‑earned schedule detailed above .
Employment Terms
| Provision | Term |
|---|---|
| Role/Tenure | CFO & Treasurer since August 2015 |
| Base salary and target bonus framework | Entitled to annual base salary (2024: $450,000) and annual target bonus equal to 2024 target levels (40% of base) under new IPO‑linked agreements |
| Severance (without cause or good reason resignation) | 12 months base salary continuation; COBRA premiums paid/reimbursed up to 12 months (subject to release and covenants) |
| Change‑in‑control (double trigger) | If terminated without cause or resigns for good reason within 3 months prior to or within 18 months post‑CIC: 1× base salary (paid over 12 months), COBRA up to 12 months, 1× target annual bonus (lump sum), and accelerated vesting of all time‑based unvested equity |
| “Cause” definition | Includes refusal to perform duties, material breach, certain crimes/misconduct, unlawful drug use with notice/cure rights |
| “Good reason” definition | Includes material reduction in salary/target bonus (with broad reductions exception), material diminution of responsibilities, relocation >25 miles, Company breach (with notice/cure) |
| Clawback | Nasdaq‑compliant clawback (recoupment of erroneously awarded incentive‑based compensation) |
Expertise & Qualifications
- Education: B.A. and M.B.A., University of New Hampshire .
- Industry/functional expertise: Finance leadership across biopharma and medical devices; broader operating oversight including HR and IT .
- Tenure: CFO since August 2015, continuity through IPO and scale‑up of clinical programs .
Investment Implications
- Pay‑for‑performance: 2024 bonus metrics were tightly linked to clinical and regulatory execution, with aggregate payouts at 75% of target, indicating measured reward aligned to milestone progress rather than revenue/EBITDA/TSR—appropriate for a clinical‑stage company .
- Option‑heavy mix: No RSUs disclosed; long‑dated options dominate, including performance‑conditioned 2024 grant (60% earned). This structure increases alignment with milestone achievement but can reduce near‑term retention if options are out‑of‑the‑money; monitoring option moneyness and future equity mix changes is prudent .
- Potential selling/exercise dynamics: Multiple legacy options approach first expirations in late 2025, which may drive exercise decisions; watch for Form 4 activity around 12/16/2025 and other maturities to gauge potential selling pressure .
- Governance and alignment: Prohibitions on hedging/pledging and a Nasdaq‑compliant clawback reduce misalignment risks; beneficial ownership of 623,815 shares (1.3%) supports skin‑in‑the‑game, though no formal ownership guidelines are disclosed in the proxy .
- Retention risk: Standard severance (1× salary and target bonus on CIC, time‑based accelerated vesting) provides baseline retention; performance‑based vesting that extends annually post‑2024 keeps continued service incentivized through the vesting horizon .