Emily Fairbairn
About Emily Fairbairn
Emily Fairbairn (age 63) has served as an independent director of IN8bio since 2021. She co‑founded and led Ascend Capital, a multi‑billion‑dollar hedge fund, as CEO from 1999–2018, following a decade in equity portfolio construction and financial planning at Merrill Lynch. She is chair of the board at Movano Inc. (since 2018), serves on the MIT Sandbox Fund’s funding board (since 2017), and holds a B.S. in Chemical Engineering from California State Polytechnic University, bringing deep investment and finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascend Capital | Co‑Founder & CEO | 1999–2018 | Built multi‑billion AUM hedge fund focused on institutional clients |
| Merrill Lynch | Equity portfolio construction & financial planning | ~1989–1999 (approx. 10 years) | Advised high net‑worth clients |
| MIT Sandbox Fund | Funding Board member, mentor | 2017–present | Early‑stage mentoring and funding oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Movano Inc. | Chair of the Board | 2018–present | Public company board leadership |
Board Governance
- Independence and leadership: IN8bio’s board determined all directors other than the CEO (William Ho) are independent under Nasdaq standards; the chair (Alan S. Roemer) is an independent, non‑employee director and the CEO and chair roles are separated .
- Committees: Fairbairn serves on the Nominating & Corporate Governance Committee. She is not a member of Audit or Compensation. Science & Technology Committee membership does not include her .
- Attendance and engagement: In 2024, the board met 11 times; each director attended at least 75% of board and applicable committee meetings. Non‑management directors held seven executive sessions. Seven directors attended the 2024 annual meeting .
- Hedging/pledging: Company policy prohibits directors, officers, employees, and designated consultants from hedging, margin purchases, or pledging company stock .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees earned (cash) | $41,580 | Fairbairn’s director cash compensation for 2024 |
| 2024 Option awards (grant date fair value) | $41,943 | ASC 718 fair value; see equity policy below |
| 2024 Total | $83,523 | Sum of cash and option awards |
Director retainer framework (reflecting 11% cash reduction effective Sep 1, 2024):
| Role | Annual Service Retainer (post 9/1/24) | Chair Additional Retainer (post 9/1/24) | Prior to 9/1/24 |
|---|---|---|---|
| Board of Directors | $35,600 | $57,850 | $40,000 (chair: $65,000) |
| Audit Committee | $8,900 | $13,350 | $10,000 for members effective 2/5/24; $15,000 chair |
| Science & Technology Committee | $6,675 | $13,350 | $7,500 members; $15,000 chair |
| Compensation Committee | $4,450 | $8,900 | $5,000 members; $10,000 chair |
| Nominating & Corporate Governance Committee | $3,560 | $7,120 | $4,000 members; $8,000 chair |
Other mechanics:
- Non‑employee directors receive initial and annual stock option grants (see Performance Compensation). Directors may elect to convert cash retainers into fully vested RSUs at the time cash would otherwise be paid .
Performance Compensation
- Structure (directors): Non‑employee director equity is time‑based options; no performance metrics disclosed for director compensation (options vest monthly, with full vest at the next annual meeting for annual grants; change‑in‑control acceleration applies) .
- Grant framework:
- Initial grant: Option to purchase 67,300 shares; vests monthly over 3 years; strike at fair market value (FMV) on grant date .
- Annual grant: Option to purchase 33,650 shares; vests in equal monthly installments over 12 months and is fully vested by the next annual meeting; strike at FMV on grant date .
- All such options vest in full upon a change in control (as defined in the 2023 Plan) .
Recent director equity grant to Fairbairn (Form 4):
| Date | Security | Amount | Exercise Price | Vesting/Expiry |
|---|---|---|---|---|
| 2025‑05‑08 | Stock Option (right to buy) | 63,150 | $0.17 | 1/12 monthly from 6/8/2025; fully vested by next annual meeting; expires 5/8/2035 |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| Movano Inc. | Chair of the Board | Not disclosed in INAB proxy | No interlocks with IN8bio disclosed |
No other current public company directorships or interlocks are disclosed for Fairbairn in IN8bio’s proxy .
Expertise & Qualifications
- Investment and finance leadership: Co‑founder/CEO of Ascend Capital (1999–2018) overseeing institutional capital; earlier decade at Merrill Lynch in equity portfolio construction and financial planning .
- Board leadership: Chair at Movano Inc. since 2018; active mentor/investor via MIT Sandbox Fund .
- Education: B.S., Chemical Engineering, California State Polytechnic University .
- Board skill relevance: Nominating & Corporate Governance Committee member; finance/investor perspective aligned with capital markets and governance oversight needs .
Equity Ownership
Beneficial ownership as of Feb 16, 2025:
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 4,254,192 | 4.99% of outstanding shares |
| Components – Roth IRA | 27,706 | Held via Emily T. Fairbairn Roth IRA |
| Components – Valley High LP | 91,336 | Spouse is sole managing partner with voting/investment power; Fairbairn disclaims beneficial ownership except to pecuniary interest |
| Components – CRUT Warrants | 3,982,000 | Immediately exercisable warrants held by Malcolm and Emily Charitable Remainder Unitrust 2010; Fairbairn and spouse control CRUT |
| Components – Options exercisable ≤60 days | 153,150 | Director stock options |
| Director options outstanding (total count) | 184,709 | As of 12/31/2024 |
Insider policy and practices:
- Hedging/pledging: Prohibited for directors; no pledging disclosed .
- Ownership guidelines: Not disclosed in the proxy for directors (no guideline table provided).
Insider Trades (recent)
| Date | Holder | Security | Amount | Price/Unit | Context |
|---|---|---|---|---|---|
| 2024‑10‑04 | Malcolm & Emily Charitable Remainder Unitrust 2010 (CRUT) | Pre‑Funded Warrants (right to buy) | 3,038,743 | $0.0001 exercise | Part of units purchased; exercisable immediately; 4.99% blocker |
| 2024‑10‑04 | CRUT | Series C Warrants (right to buy) | 3,038,743 | $0.27 exercise | Immediately exercisable; expires 10/4/2027 |
| 2024‑10‑04 | CRUT | Units (share+PFW+Series C) | 3,038,743 units | $0.395 per unit | Aggregate purchase price disclosed as $1.2M in related‑party table |
| 2025‑05‑08 | Emily Fairbairn | Stock Option (right to buy) | 63,150 | $0.17 | Vests monthly; fully vested by next annual meeting; expires 5/8/2035 |
Related‑Party Exposure (Conflict Screening)
- 2024 Private Placement participation: The CRUT (controlled by Emily Fairbairn and her spouse) purchased 3,038,743 pre‑funded warrants and 3,038,743 Series C warrants for an aggregate $1.2M under the October 4, 2024 private placement; this was disclosed under related party transactions and the company’s related‑party policy requires board/committee approval .
- Beneficial ownership via spouse‑managed entity: Valley High LP holdings (91,336 shares); spouse exercises voting/investment power; Fairbairn disclaims beneficial ownership except to pecuniary interest .
- Policy controls: Related‑party transactions over the materiality threshold are reviewed/approved by the board or the Nominating & Corporate Governance Committee .
Director Compensation Structure Details
- Equity design: Director equity awards are stock options struck at FMV on grant date; initial grant vests over 3 years monthly; annual grant vests monthly over 12 months and is fully vested by the next annual meeting; options fully accelerate upon change‑in‑control .
- Cash/equity mix in 2024 (Fairbairn): Cash ~$41.6k and option grant fair value ~$41.9k; total ~$83.5k .
- Optional RSU in lieu of cash: Directors can elect to convert cash retainers into fully vested RSUs, granted on the day cash would otherwise be paid .
- Benchmarking: Compensation Committee engaged Aon Human Capital Solutions in 2024 to provide market data and peer analysis for executives and directors; assessed as independent with no conflicts .
Governance Assessment
-
Positives
- Independent director with substantial capital markets and investment leadership experience; serves on the Nominating & Corporate Governance Committee, aligning skills with board composition and governance oversight .
- Strong engagement: Board met 11x in 2024; all directors met ≥75% attendance; seven executive sessions reflect active independent oversight .
- Alignment signals: Personal/affiliated capital supported the October 2024 financing via the CRUT; director cash fees reduced 11% during cost‑cutting, consistent with shareholder alignment .
-
Monitoring points / potential red flags
- Related‑party optics: Insider‑affiliated participation in capital raises can raise perceived conflicts; however, transaction was disclosed and governed by policy. Continued transparency and committee‑level approvals mitigate risk .
- Concentrated warrant exposure: A significant portion of beneficial ownership is in warrants and options (including CRUT‑held pre‑funded and Series C warrants), which may not translate to current voting stake until exercised; investors should monitor exercise blockers and future exercises .
- No director‑specific ownership guideline disclosure: The proxy does not disclose director stock ownership guidelines or compliance status; absence of disclosed thresholds may be viewed as a governance gap by some investors (no guidelines cited elsewhere in the proxy).
Overall, Fairbairn brings relevant finance/investment expertise, is independent, and participates in governance oversight. Her affiliated participation in financing rounds is disclosed and policy‑controlled; investors should continue to monitor related‑party processes, exercise of affiliated warrants, and director equity/cash mix trends for alignment and potential conflicts .
