Sarah Toomey
About Sarah Toomey
Sarah Toomey is General Counsel and Corporate Secretary of Fractyl Health (Nasdaq: GUTS), serving since May 2022; she is 50 years old and holds a B.S. in bacteriology from the University of Wisconsin–Madison and a J.D. from Suffolk University Law School . Her core credentials include service as a registered patent attorney and prior scientific work as a microbiologist at Merck, followed by senior in‑house legal roles in diagnostics and biopharma . As Corporate Secretary, she signs and issues the company’s proxy and governance materials . Company performance context: FY 2024 revenue was minimal and EBITDA/net income negative (see Performance & Track Record) reflecting early clinical‑stage operations ; financial values table below from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BERG LLC (now BPGbio, Inc.) | Senior Vice President of Operations and General Counsel | Oct 2017–May 2022 | Led operations and legal at AI‑powered biopharma focused on oncology, neurology, rare diseases |
| Metamark Genetics | General Counsel | Apr 2015–Oct 2017 | Legal leadership at molecular diagnostics company focused on urological cancer care |
| IntelligentMDx | Senior Vice President and General Counsel | Feb 2009–Jan 2015 | Legal leadership for developer/manufacturer of molecular diagnostics products |
| Merck | Microbiologist | Not disclosed (pre‑law school) | Scientific foundation; industry experience prior to legal training |
External Roles
No public company directorships or external board roles disclosed for Ms. Toomey in GUTS filings .
Fixed Compensation
Not disclosed for Ms. Toomey. The proxy identifies named executive officers (CEO, President/Chief Product Officer, CFO) for compensation disclosure; the General Counsel is not among the 2024 named executive officers .
Performance Compensation
Company executive incentive framework (2024 NEO bonus plan, for context; Toomey’s specific targets not disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| REVEAL‑1 enrollment & data reporting | 10% | Not disclosed | Not disclosed | Paid at 75% of target | N/A (cash bonus) |
| REMAIN‑1 enrollment | 70% | Not disclosed | Not disclosed | Paid at 75% of target | N/A (cash bonus) |
| Rejuva: regulatory feedback & manufacturability | 10% | Not disclosed | Not disclosed | Paid at 75% of target | N/A (cash bonus) |
| Commercialization progress | 10% | Not disclosed | Not disclosed | Paid at 75% of target | N/A (cash bonus) |
Performance‑based option framework (NEOs; illustrates pay‑for‑milestone design in 2024):
| Grant date | Exercise price | Milestone buckets | Earned portion | Vesting cadence |
|---|---|---|---|---|
| Feb 1, 2024 | $15.00 per share | 40% REVITALIZE‑1 clinical milestones; 40% REMAIN‑1 regulatory/clinical; 20% Rejuva clinical | 60% earned as of Feb 27, 2025 (REVITALIZE‑1 not achieved; REMAIN‑1 and Rejuva achieved) | Earned portion vests 25% on 12/31/2024, remaining in equal annual installments over next 3 anniversaries |
Equity Ownership & Alignment
- Anti‑hedging/anti‑pledging: Directors, officers, and employees are prohibited from hedging or pledging Company securities .
- Clawback: Nasdaq‑compliant compensation recovery policy adopted for executive officers .
- Indemnification & D&O: Company entered separate indemnification agreements with each director and executive officer and purchased D&O insurance for 2025 .
- Individual beneficial ownership: Ms. Toomey’s personal holdings are not delineated in the security ownership tables, which list 5% holders, directors, and named executives; aggregate group holdings are shown for all executive officers and directors .
Employment Terms
- Role and tenure: General Counsel and Corporate Secretary since May 2022 .
- Corporate Secretary responsibilities: Signs and issues proxy statements and governance documents (e.g., bylaws amendment certificate and special meeting proxy) .
- Indemnification & insurance: Covered by director/officer indemnification agreements; Company maintains D&O insurance .
- Severance, change‑of‑control, non‑compete/non‑solicit: Not disclosed for Ms. Toomey in proxy filings .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | — | $120,000* | $93,000 |
| EBITDA ($USD) | -$48,933,000* | -$50,550,000* | -$92,854,000* |
| Net Income - (IS) ($USD) | -$46,453,000* | -$77,091,000* | -$68,694,000* |
Values retrieved from S&P Global.
Note: “—” indicates not disclosed/none; FY columns presented oldest→newest. Revenue citation as provided; EBITDA and Net Income figures are from S&P Global consensus fundamentals.
Investment Implications
- Compensation transparency is limited for the General Counsel; however, company‑wide policies (anti‑hedging/pledging and clawbacks) indicate alignment safeguards and reduced risk of leverage‑induced selling pressure .
- Ms. Toomey’s background blends IP/patent depth and diagnostics/biopharma legal operations—valuable for regulatory, contracting, IP, and capital markets documentation in an early‑stage medtech/gene therapy platform .
- Company fundamentals reflect a clinical‑stage profile (minimal revenue; negative EBITDA/net income), so executive incentive structures tied to clinical/regulatory milestones (as with NEOs) are critical to value creation; investors should monitor REMAIN‑1 and Rejuva milestone progress and any disclosures of GC compensation/ownership for alignment and retention signals .