Bryan Giraudo
Protagonist TherapeuticsAbout Bryan Giraudo
Independent director (age 49) serving on Protagonist Therapeutics’ board since May 2018. He is CFO (since May 2018) and COO (since September 2021) of Gossamer Bio (Nasdaq: GOSS), and previously held senior investment banking roles at Leerink Partners (Senior Managing Director, 2009–April 2018) and Merrill Lynch (Managing Director; joined in 1997). He holds a B.A. from Georgetown University and serves on the board of Valerio Therapeutics S.A. (EPA: ALVIO) since November 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leerink Partners | Senior Managing Director; led western NA & APAC biotech/medtech banking | 2009–Apr 2018 | Completed 200+ transactions; sector expertise |
| Merrill Lynch Global Healthcare IB | Managing Director (joined ML in 1997) | 1997–2009 (end date inferred by start at Leerink) | 200+ corporate finance/partnership/advisory transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gossamer Bio (Nasdaq: GOSS) | Chief Financial Officer | Since May 2018 | ~$1.0B financings completed; IPO, debt/equity |
| Gossamer Bio (Nasdaq: GOSS) | Chief Operating Officer | Since Sept 2021 | Operating leadership |
| Valerio Therapeutics S.A. (EPA: ALVIO) | Director | Since Nov 2021 | Board service |
Board Governance
- Independence: Board affirmatively determined Mr. Giraudo is independent under Nasdaq standards .
- Committee assignments (FY2024): Compensation Committee member; Chair, Nominating & Corporate Governance Committee . He also served on the Audit Committee through the filing of the 2024 Form 10‑K (Audit Committee report signatories) .
- Attendance: Board met 5 times; each member attended ≥75% of aggregate Board and committee meetings in FY2024 .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting; presided by independent Chair, Dr. Selick .
- Board size: Six directors; Bryan is a Class III nominee up for election in 2025 to serve through 2028 .
- Time-commitment guideline: Directors generally limited to ≤4 public boards; executives of public companies limited to ≤2 public boards (including the company’s board). Evaluated annually for adherence .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer + committee fees | $61,250 | Actual cash paid for 2024 |
| Policy (effective 1/1/2024): Board retainer (non-chair) | $40,000 | Annual |
| Policy: Committee chair fees | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Research $10,000 | |
| Policy: Committee member fees (non-chair) | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Research $5,000 |
Performance Compensation
| Grant/Policy | Award Type | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| FY2024 annual director grant (policy) | Stock options | 25,700 options | Market price on grant date | Equal monthly over 12 months; accelerates at change in control | $471,734 per director in 2024 due to stock price change |
| FY2025 change (policy) | 50% options; 50% RSUs | Targeted total value $400,000 | N/A | RSUs: 100% at 1-year; options: monthly over 12 months; change-in-control acceleration | Value-set at grant per 2016 plan limits |
2024 option values exceeded targeted value (<$400k); to comply with annual director compensation limits, Board implemented a one-time reduction in 2025 cash compensation equal to each director’s excess over $500,000 total comp in 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Valerio Therapeutics S.A. (EPA: ALVIO) | Director (since Nov 2021) | None disclosed with PTGX |
| Gossamer Bio (Nasdaq: GOSS) | CFO/COO | Executive role; Board time-limits policy addresses outside commitments; no related-party dealings disclosed |
Expertise & Qualifications
- Finance and capital markets leader with 200+ transactions and ~$1.0B financings executed; deep biotech domain knowledge .
- Governance experience via chairing Nominating & Corporate Governance; service on Audit and Compensation committees .
- Academic credential: B.A., Georgetown University .
Equity Ownership
| Holding Detail | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 176,894 | <1% (*) | Includes options exercisable within 60 days and trust holdings |
| Options exercisable within 60 days | 158,894 | N/A | Footnote (13) |
| Indirect holdings (Bryan & Courtney Giraudo Trust) | 18,000 | N/A | Footnote (13) |
| Aggregate director outstanding options (12/31/2024) | 156,700 (Bryan) | N/A | Outstanding option count across grants |
Hedging/pledging: Company policy prohibits hedging, short sales, holding stock in margin accounts, and pledging company securities; no pledging disclosed for Bryan .
Ownership guidelines: Not disclosed for directors in proxy; no director-specific shortfalls noted.
Governance Assessment
-
Strengths
- Independence affirmed; multi-committee service including Audit, Compensation, and chairing Nominating & Corporate Governance positions Mr. Giraudo at the center of board refreshment and conflict oversight .
- Attendance threshold met (≥75% of Board/committee meetings); independent chair structure and routine executive sessions enhance oversight .
- Director compensation alignment: clear, disclosed policy; 2025 mix adjustment to include RSUs; proactive 2025 cash offset to honor plan limits after 2024 equity value overshoot—signals compensation discipline .
- No related-party transactions; robust clawback policy and prohibitions on hedging/pledging reduce alignment risks .
-
Watch items / potential risks
- Outside executive demands (CFO/COO of GOSS) require vigilance on time commitments; Board policy limits mitigate risk, but monitoring is prudent as responsibilities evolve .
- Broader governance sentiment: Say‑on‑pay approval declined to ~78% in 2024 from ~96% prior year, with investor feedback on PSUs; while this concerns executive pay rather than directors, it reflects investor scrutiny of compensation design .
Related-Party Exposure
- The Audit Committee’s related-person transaction review policy is in place, and the Company reports no related‑party transactions >$120,000 since January 1, 2024 involving directors or their immediate families (other than disclosed compensation) .
Say‑on‑Pay & Shareholder Feedback (Context)
- Advisory approval for 2023 NEO compensation at 2024 AGM was ~78% (down from ~96% prior year). The Compensation Committee engaged with investors and explained PSU usage history and preference for options as performance‑linked equity; will consider 2025 vote outcomes in future decisions .
Compensation Committee Analysis (Context)
- Committee membership independent; no interlocks or insider participation disclosures flagged; independent consultant (Aon) engaged; clawback policy adopted; double‑trigger change‑in‑control for executives; prohibitions on hedging/pledging .
Committee Assignments and Activity (FY2024)
| Committee | Role | Meetings Held FY2024 |
|---|---|---|
| Nominating & Corporate Governance | Chair | 3 |
| Compensation | Member | 4 |
| Audit | Member (per Audit Committee report) | 5 |
| Research | Not listed for Bryan | 4 |
Director Compensation Detail (FY2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $61,250 | Board + committee cash fees received |
| Option awards (grant-date fair value) | $471,734 | Annual option grant; value uplift vs target led to 2025 cash offset |
| Total | $532,984 | 2024 total director compensation |
Policies Relevant to Investor Alignment
- Change‑in‑control: Director options vest in full upon completion of a change in control .
- Clawback: Executive incentive comp subject to clawback under Nasdaq Rule 5608 implementation .
- No excise tax gross‑ups; double‑trigger CIC for executives; no perquisites; no guaranteed pay; no hedging/pledging .
Overall implication: Mr. Giraudo’s independence, multi-committee leadership, and finance/biotech expertise support board effectiveness. Outside executive duties warrant monitoring under the board’s time‑commitment policy. Compensation governance shows responsiveness to plan limits and investor feedback; no related-party or pledging risks disclosed .