W. Bradford Smith
About W. Bradford Smith
Independent Class III director since November 2019; age 69; Audit Committee Chair and designated “audit committee financial expert.” Current CFO of Incendia Therapeutics (since Dec 2024); prior CFO/finance leadership roles at Homology Medicines, Ocular Therapeutix, and OmniGuide; director at private gene‑editing company eGenesis; B.S. Biology (Tufts) and MBA (UNH). Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Homology Medicines, Inc. | CFO, Chief Business Officer, Treasurer | Mar 2022–Nov 2023; consultant Nov 2023–Mar 2024 | Senior finance and business leadership during strategic transaction with Q32 Bio announced Nov 2023. |
| Homology Medicines, Inc. | CFO & Treasurer; Secretary | Apr 2017–Mar 2022; Secretary Jul 2017–Jun 2020 | Finance leadership for public biotech. |
| Ocular Therapeutix, Inc. | Chief Financial Officer | Mar 2014–Apr 2017 | Led strategic financings including IPO and follow‑on offerings; executed major development/commercialization deal. |
| OmniGuide, Inc. | Chief Financial Officer | Jul 2008–Mar 2014 | Medical device finance leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Incendia Therapeutics, Inc. | Chief Financial Officer | Since Dec 2024 | Current operating role. |
| eGenesis (private) | Director | Since May 2021 | Private gene‑editing company board. |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III director; current Class III terms expire at the 2026 Annual Meeting. |
| Independence | Board determined Mr. Smith is independent under Nasdaq rules. |
| Committee assignments | Audit Committee (Chair); Nominating & Corporate Governance Committee (Member). |
| Financial expert | Board determined Mr. Smith qualifies as an “audit committee financial expert.” |
| Committee meetings (2024) | Audit Committee met 5x; Nominating & Corporate Governance met 3x. |
| Attendance | In 2024, each director (other than two named former directors) attended at least 75% of aggregate Board and applicable committee meetings. |
| Audit oversight | Signed the Audit Committee Report as Chair recommending inclusion of audited FY2024 financials in the Form 10‑K. |
| Lead independent director | James R. Tobin serves as Lead Independent Director; Board currently chaired by CEO Maria Palasis (post‑Aug 1, 2025). |
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash | $64,000 |
| Option awards (grant date fair value) | $8,169 |
| Total | $72,169 |
Non‑employee director program (structure): $40,000 annual cash retainer; additional fees: Lead Independent Director $30,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Corporate Governance Chair $10,000; Nominating & Corporate Governance member $5,000. Initial option 60,000; annual option 30,000; annual director options vest in a single installment on the earlier of the day before the next annual meeting or first anniversary.
Performance Compensation (Director)
| Award | 2024 Grant (Fair Value) | Instrument | Vesting Terms |
|---|---|---|---|
| Annual director equity | $8,169 | Stock options | Annual director options vest in a single installment on the earlier of the day before the next annual meeting or first anniversary of grant; options are granted at FMV; 10‑year term. |
Other Directorships & Interlocks
| Company | Type | Role | Notes/Interlocks |
|---|---|---|---|
| eGenesis | Private | Director | Only current board disclosed in biography; no current public company directorships listed for Mr. Smith. |
| Related‑party transactions | — | — | Related‑party disclosures involve Perceptive Advisors/North Bridge; Mr. Smith is not named as a related person in those transactions. |
Expertise & Qualifications
- Deep CFO and capital markets experience (Homology Medicines; Ocular Therapeutix IPO/follow‑ons; OmniGuide), supporting audit chair responsibilities.
- Designated audit committee financial expert with financial literacy under Nasdaq rules.
- Scientific/operating domain familiarity (B.S. Biology; biotech/medtech leadership), aiding risk oversight in R&D‑intensive context.
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 47,789 shares (all via options exercisable within 60 days); <1% of outstanding. |
| Options exercisable within 60 days | 47,789 |
| Total options outstanding (12/31/2024) | 77,789 (exercisable and unexercisable). |
| Hedging/pledging policy | Company policy prohibits directors/officers from hedging Company stock (e.g., swaps, collars, exchange funds). |
Governance Assessment
- Strengths: Independent director; Audit Chair and audit committee financial expert; active on Nominating & Corporate Governance; signed FY2024 Audit Committee Report; attendance at or above Board standard; compensation structure balanced with modest cash retainer and time‑vested options aligning with shareholders; company policy prohibits director hedging.
- Potential watch items: Concurrent external CFO role (Incendia Therapeutics) elevates time‑commitment considerations, though no attendance shortfall was flagged in 2024 disclosures; no related‑party transactions identified involving Mr. Smith in the proxy’s related‑party section.
- Board structure context: CEO now also serves as Chair following Aug 1, 2025 changes; independent oversight mitigated by Lead Independent Director and fully independent Audit Committee chaired by Mr. Smith.