Thomas Kassberg
About Thomas Kassberg
Thomas Kassberg (age 64) is an independent Class I director of Passage Bio (PASG) who joined the board in September 2024. He serves on the Audit Committee and is currently Chief Business Officer and Executive Vice President at Ultragenyx Pharmaceutical Inc.; he holds an M.B.A. from Northwestern University’s Kellogg School of Management and a B.A. in economics and management from Gustavus Adolphus College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proteolix, Inc. | SVP, Corporate Development | Jan 2008 – Feb 2009 | Corporate development (biotech acquired by Onyx) |
| Independent consultant | Corporate development and business strategy | Mar 2009 – Jun 2010 | Consulted to Corium International and Rib-X Pharmaceuticals |
| Corium International, Inc. | VP, Business Development | Jul 2010 – Oct 2011 | Business development leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Ultragenyx Pharmaceutical Inc. | Executive Vice President | Since Nov 2011 |
| Ultragenyx Pharmaceutical Inc. | Chief Business Officer | Since Jan 2016 |
Board Governance
- Independence: The board determined Kassberg is an independent director under SEC/Nasdaq rules .
- Committees: Member, Audit Committee (Kapadia, Chair; Islam, Kassberg). Audit oversees external auditor selection, disclosure controls, cybersecurity risk management, and risk assessment .
- Audit Committee activity: Signed the Audit Committee report recommending inclusion of 2024 audited financial statements in the 10-K .
- Attendance: In 2024, the board and each committee met five times; each director other than Saqib Islam attended ≥75% of board/committee meetings during their tenure (Kassberg joined in Sep 2024) .
- Tenure/class: Class I director; age 64 as of Mar 31, 2025 .
Fixed Compensation
| Year | Cash Fees Earned (Actual) | Program: Annual Board Retainer | Program: Committee Chair Fees | Program: Committee Member Fees |
|---|---|---|---|---|
| 2024 | $14,586 | $40,000 | Audit $15,000; Comp $10,000; N&G $8,000 | Audit $7,500; Comp $5,000; N&G $4,000 |
| 2025 | — | $40,000 | Audit $15,000; Comp $12,000; N&G $8,000 | Audit $7,500; Comp $5,500; N&G $4,000 |
Notes:
- 2024 cash fees were pro-rated for partial-year service (joined Sep 2024) per policy .
Performance Compensation
| Award | Grant/Program Year | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Initial director stock option (upon election) | 2024 | $90,000 | Monthly over 3 years | Initial option grant for new directors at election |
| Annual director stock option (continuing directors) | 2024 program | $45,000 | Vests after 1 year | Granted at 2024 annual meeting to continuing directors |
| Initial director stock option (upon election) | 2025 program | $110,000 | Monthly over 3 years | Program approved based on Pearl Meyer analysis |
| Annual director stock option (continuing directors) | 2025 program | $55,000 | Vests after 1 year | Program-level terms |
Change-in-control: Non-employee director equity awards vest in full upon a change in control or certain other events (single-trigger acceleration) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Kassberg in PASG’s proxy biography |
| Compensation Committee interlocks (company-wide) | None in 2024; PASG disclosed no interlocks involving its Compensation Committee |
Expertise & Qualifications
- Executive leadership in biopharma business development and finance; Chief Business Officer/EVP at Ultragenyx .
- Academic credentials: M.B.A. (Northwestern Kellogg); B.A. (Gustavus Adolphus) .
- Audit Committee member with finance/business literacy as required; committee oversees cybersecurity risk management .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 38,697 | Options exercisable within 60 days of Mar 19, 2025 |
| Beneficial ownership (%) | <1% | Asterisk denotes less than 1% in table |
| Total options held (12/31/2024) | 174,139 | Options held as of year-end 2024 |
| Shares outstanding (basis) | 62,148,274 | As of Mar 19, 2025 |
No related-party transactions: From Jan 1, 2022 to present, no transactions exceeding the Item 404 threshold involving directors/executives were reported; related-party transactions are subject to Audit Committee review under a written policy .
Governance Assessment
- Independence and oversight: Kassberg is an independent director and Audit Committee member, with the committee explicitly overseeing auditor independence, disclosure controls, risk assessment, and cybersecurity risk management—supporting board effectiveness and investor confidence .
- Engagement: Board/committee met five times each in 2024; Kassberg met the ≥75% attendance threshold during his tenure (Sep–Dec 2024), indicating engagement .
- Pay structure and controls: Director compensation is governed by a written policy through 2027, with annual peer benchmarking by Pearl Meyer and explicit caps (including a market-cap-based ceiling when < $100M), mitigating pay inflation risk . 2025 program resets values ($40k cash retainer; $15k Audit Chair; $7.5k Audit member; $110k initial / $55k annual option grants) .
- Alignment: Kassberg’s 2024 compensation comprised $14,586 cash and a $90,000 initial option grant, with time-based vesting that encourages continued service; his beneficial ownership is <1% and consists of options exercisable within 60 days, with 174,139 options held as of 12/31/2024 .
- Conflicts and related-party exposure: Kassberg maintains a full-time executive role at Ultragenyx (biotech sector overlap), but PASG reports no related-party transactions since 2022 and affirms his independence under Nasdaq standards; a written related-person transactions policy places reviews with the Audit Committee .
RED FLAGS / Monitor:
- Single-trigger acceleration for director equity upon change in control may reduce retention incentives post-transaction; common in micro-cap biotech but a governance consideration .
- Low direct ownership (<1%) suggests limited current “skin-in-the-game” beyond options; options are time-based and align with long-term service, but absolute exposure is modest .
- External executive role at Ultragenyx presents a potential thematic overlap; PASG discloses no related-party transactions and confirms independence, but continued monitoring for conflicts is warranted .