Daniel Spiegelman
About Daniel K. Spiegelman
Independent Class III director (since April 2021), age 66; former CFO and EVP at BioMarin (2012–2020), CFO/SVP at CV Therapeutics (1998–2009), and Treasurer at Genentech (1991–1998). Currently Audit Committee Chair and designated audit committee financial expert; education includes MBA and BA in Economics from Stanford University. Tenure on KYTX board runs through the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | CFO & EVP | 2012–2020 | Oversaw growth from ~$500M to ~$2.0B revenue; market cap from ~$4B to ~$15B; global sales in 70 countries. |
| CV Therapeutics, Inc. | CFO & SVP | 1998–2009 | Served until sale to Gilead; long-tenured finance leadership. |
| Genentech, Inc. | Treasurer; various finance roles | 1991–1998 | Senior finance roles culminating in Treasurer. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spruce Biosciences, Inc. (Nasdaq: SPRB) | Director; Audit Committee Chair | Current | Governance and financial oversight leadership. |
| Maze Therapeutics Inc. (Nasdaq: MAZE) | Director; Audit Committee Chair | Current | Audit leadership. |
| vTv Therapeutics Inc. (Nasdaq: VTVT) | Director | Current | Board service. |
| Tizona Therapeutics, Inc. (Private) | Director | Current | Private biotech governance. |
| Bluejay Therapeutics, Inc. (Private) | Director | Current | Private biotech governance. |
| Myriad Genetics, Inc. (Nasdaq: MYGN) | Director | 2020–2024 | Prior public board experience. |
| Opthea Limited (Nasdaq: OPT) | Director | 2020–2024 | Prior public board experience. |
| Samsara BioCapital | Venture Partner | Current | Investment/strategic advisory. |
Board Governance
- Committee assignments: Audit Committee Chair; KYTX Audit Committee members are Spiegelman, Mert Aktar, and Steve Liapis, Ph.D.
- Expertise: Board designated Spiegelman as “audit committee financial expert”; each Audit member independent and financially literate.
- Independence: Board determined Spiegelman (and a majority of the board) is independent under Nasdaq rules.
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; Board met 10 times; Audit Committee met 6 times.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions.
- Board structure: Independent Chairperson (Ian Clark) and separate CEO (Warner Biddle).
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $58,846 | Actual 2024 cash fees earned. |
| Consulting/Other ($) | $12,414 | Consulting fees for services from Jan 1–Feb 7, 2024. |
| Option Awards ($) | $0 | No director option grant recorded for Spiegelman in 2024. |
| Total ($) | $71,260 | Sum of cash fees and consulting. |
| KYTX Non‑Employee Director Cash Retainer Structure (in effect since 2/12/2024) | Annual Amount |
|---|---|
| Board retainer (non‑employee director) | $40,000 |
| Independent Chairperson of the Board | +$35,000 |
| Audit Committee Chair | +$20,000 |
| Audit Committee member (non‑chair) | +$10,000 |
| Compensation Committee Chair | +$15,000 |
| Compensation Committee member (non‑chair) | +$7,500 |
| Nominating & Corporate Governance Chair | +$10,000 |
| Nominating & Corporate Governance member (non‑chair) | +$5,000 |
| Science & Technology Chair | +$15,000 |
| Science & Technology member (non‑chair) | +$7,500 |
Performance Compensation
| Metric/Feature | Status |
|---|---|
| Performance metrics tied to director pay (e.g., TSR, EBITDA, ESG) | None disclosed for directors. Director equity awards are time‑vested options/RSUs per program. |
| Change‑in‑control treatment (directors) | All outstanding director equity awards vest in full upon a change‑in‑control (Restated program effective 3/25/2025). |
Other Directorships & Interlocks
| Potential Interlock/Exposure | Details |
|---|---|
| Investor/board overlaps at KYTX | Vida Ventures (>10% holder) has a representative on KYTX board (Dr. Fred Cohen); Spiegelman is not affiliated with Vida. |
| Prior transactions with Gilead | CV Therapeutics (where Spiegelman was CFO) was sold to Gilead; Gilead is a KYTX shareholder and IPO participant (9.5%). No current role for Spiegelman at Gilead disclosed. |
| Venture role | Venture Partner at Samsara BioCapital; no KYTX transaction disclosed. |
Expertise & Qualifications
- Deep finance/governance expertise as multi‑company CFO and public company audit chair; designated KYTX audit committee financial expert.
- Biopharma operating and capital markets experience across Genentech, CV Therapeutics, BioMarin; global revenue scale‑up and multi‑country operations.
- Stanford MBA and BA Economics; seasoned board oversight of public and private therapeutics companies.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Daniel K. Spiegelman | 28,566 | <1% | Solely options exercisable within 60 days of 3/15/2025. |
| Options held (as of 12/31/2024) | 50,537 underlying shares | n/a | Director option inventory (no RSUs listed for him at 12/31/2024). |
Related‑Party Transactions and Conflicts
| Transaction | Terms | Dates | Notes |
|---|---|---|---|
| Advisor Agreement with KYTX | $10,000 per month to provide corporate finance/IPO advice | 9/1/2023–2/7/2024 (terminated upon S‑1 effectiveness) | RPT with a sitting director; approved and disclosed; consulting also reflected in 2024 director comp. |
| Legal proceeding naming directors | Shareholder class action filed Dec 2024 alleging IPO offering document issues; names Spiegelman among others | Filed Dec 2024 | Governance/risk consideration; outcome not disclosed. |
Governance Assessment
-
Strengths:
- Independent director; audit committee chair with “financial expert” designation enhances board oversight of reporting, controls, and RPTs.
- Adequate attendance in 2024 (≥75%); active committee cadence (Audit met 6x).
- Prohibitions on hedging/pledging and robust insider trading policy reduce alignment risks.
- Clear, disclosed director compensation structure; change‑in‑control equity vesting now standardized.
-
Watch items / RED FLAGS:
- Related‑party advisor agreement with a sitting director (pre‑IPO) could be perceived as a conflict; ensure committee‑level oversight/recusal practices are robust for any future RPTs.
- Ongoing shareholder litigation naming directors introduces governance and disclosure risk pending resolution.
-
Alignment:
- Ownership is modest (<1%); equity exposure via options supports some alignment, with company‑wide prohibitions on hedging/pledging.
-
Committee quality:
- Compensation Committee engages independent consultant (Aon Radford) and confirmed no consultant conflicts; positive for pay governance discipline.