Dirk Thye

About Dirk Thye

Dirk Thye, M.D. (age 55) is Quince Therapeutics’ Chief Executive Officer, Chief Medical Officer, and a Director, serving as CEO and director since May 2022 and assuming the CMO role in January 2024; he holds an M.D. from UCLA and a B.A. in Molecular Biology from UC Berkeley . During his tenure, Quince’s TSR on a fixed $100 basis improved from $8.32 in 2023 to $14.82 in 2024 while the company reported a net loss of $56.83 million in 2024 and $31.39 million in 2023, reflecting ongoing investment in eDSP clinical development . The company’s insider trading policy prohibits hedging and pledging of company stock, supporting alignment, and a Dodd-Frank-compliant clawback policy is in place .

Past Roles

External Roles

Board Governance and Service

• Board service history: Director since May 2022; currently a Class II Director continuing in office until the 2027 Annual Meeting .
• Independence status: All directors except Dr. Thye (CEO) are independent under Nasdaq rules; committees are entirely independent .
• Board leadership: Separate Chair (David A. Lamond) and a Lead Independent Director (Una Ryan), with executive sessions of independent directors, which mitigates dual-role concerns from CEO-director structure .
• Committee attendance: In 2024, the board met 4 times; audit 4; compensation 3; nominating and corporate governance 2; each director attended at least 75% of applicable meetings .
• Say-on-pay: 2025 advisory approval received (For 16,590,485; Against 800,094; Abstain 68,764; Broker non-votes 14,058,309) .

Fixed Compensation

Performance Compensation

• Annual incentive plan mechanics: Corporate goals primarily clinical/regulatory and strategic objectives set by the Compensation Committee (independent), with payouts based on corporate goal attainment .
• Option grants and vesting:
  • Feb 1, 2024 grant: 1,500,000 options, strike $1.31; vest in equal monthly installments over 4 years beginning Jan 1, 2024 (1/48 per month) .
  • Feb 1, 2023 grant: 600,000 options, strike $0.94; monthly vest over 4 years from Jan 1, 2023 .
  • May 23, 2022 grant: 1,979,650 options (1,278,523 exercisable; 701,127 unexercisable as of 12/31/24), strike $2.98; 25% cliff at one year then monthly vest .
  • May 19, 2022 grant (assumed via Novosteo): 116,400 total options (51,733 exercisable; 64,667 unexercisable), strike $0.55; 25% at one year then monthly vest .
  • Unvested stock awards: 48,673 shares unvested as of 12/31/24 (market value $87,611 at $1.87 close) .

Compensation committee independence and consultant use:

• Compensation Committee (all independent directors) oversees pay and incentives; uses Compensia, Inc. as independent consultant and maintains an equity grant delegation policy with predetermined grant dates (CEO has authority to grant new-hire options per policy) .

Equity Ownership & Alignment

• Hedging/pledging: Company policy prohibits hedging, trading in derivatives on company stock (other than compensatory awards), and pledging stock as loan collateral, reducing misalignment and leverage risk .
• Outstanding awards detail (12/31/2024 reference close $1.87): key option strikes include $0.55, $0.94, $0.99, $1.30–$1.31, and $2.98; equity award vesting is primarily monthly over four years with some one-year cliff then monthly vesting .

Employment Terms

• Employment: At-will; CEO offer letter executed May 2022; 2024 base salary $550,000 with 50% target bonus .
• Change-in-control (double-trigger within 3 months before to 18 months after CIC): 18 months base salary; 150% of target annual bonus (pro-rated); full acceleration of time-based awards and 100% of target for performance-based awards; 18 months COBRA premiums (cash lump-sum) .
• Termination outside CIC (qualifying termination): 12 months base salary; 100% of target bonus (pro-rated); 50% acceleration for time-based awards and 50% of target for performance-based awards; 12 months COBRA premiums (cash lump-sum) .
• Option treatment on CIC: If acquirer does not assume/substitute/continue awards, unvested stock options accelerate in full (performance options at 100% of target) immediately prior to and contingent upon CIC, subject to cause/good reason conditions .
• 280G/cutback: Payments may be reduced to avoid excise tax under Section 4999 .

Pay Versus Performance

Compensation Structure Analysis

• Mix shift toward equity: Option grant-date fair value increased from $474,000 in 2023 to $1,965,000 in 2024, while cash bonus declined from $302,500 to $213,125; base salary remained flat at $550,000, increasing at-risk equity weighting .
• Grant timing policy: Predetermined grant calendars and delegated authority for new-hire awards reduce appearance of MNPI timing; options vest monthly, creating continuous, predictable supply of potential future insider selling pressure as tranches vest .
• Peer benchmarking: Committee engaged Compensia to design programs and peer constructs, signaling structured pay-for-performance benchmarking; specific peer constituents not disclosed in proxy .

Related Party Transactions and Governance Controls

• Related party controls: Audit Committee reviews and approves related party transactions over $120,000; indemnification agreements with all directors and officers; robust governance guidelines and independent committee structure .

Performance & Track Record

• Clinical execution: NEAT Phase 3 (A-T) enrollment completion announced, with topline results targeted for Q1 2026 and planned NDA in H2 2026 contingent on positive outcomes, indicating milestone-driven development under Thye’s leadership .
• Capital position and funding needs: As of 12/31/24, cash, cash equivalents and short-term investments were $40.8 million; management disclosed a need to raise substantial additional funds to complete eDSP development and potential commercialization, which has governance and dilution implications for equity holders and award realizable value .

Director Compensation (for completeness of dual-role context)

• As an employee director, Dr. Thye received no separate director compensation; non-employee directors receive cash retainers and annual option grants per policy .

Say-on-Pay & Shareholder Feedback

• 2025 say-on-pay advisory vote approved by stockholders; Board and Compensation Committee intend to consider stockholder feedback in future executive compensation determinations .

Equity Compensation Plan Overhang

Investment Implications

• Alignment and retention: Large, multi-year monthly vesting option grants align long-term incentives to the eDSP clinical and regulatory milestones; the monthly cadence implies consistent vesting that can translate to ongoing incremental insider selling capacity as shares vest, though hedging/pledging is prohibited .
• Pay-for-performance calibration: Bonus outcomes tied directly to clinical/regulatory goal attainment (110% in 2023; 77.5% in 2024) demonstrate program sensitivity to milestone execution; equity-heavy mix increased in 2024, heightening leverage to share price outcomes .
• Governance mitigants to dual-role: Separate Chair and Lead Independent Director structures and fully independent committees reduce concerns from CEO-director duality, with robust clawback and insider trading policies in place .
• Dilution and financing risk: Authorized share increase (to 250 million) and reverse split approval, combined with stated need to raise substantial capital for eDSP, point to dilution risk and potential pressure on realized value of equity awards; monitor future financings, ESPP activation, and inducement plan usage .
• Trading signals: Track monthly vesting schedules, any Form 4 activity, and 10b5-1 plans for Dr. Thye; monitor NEAT Phase 3 topline (Q1 2026) as a key catalyst for compensation realizable value and potential change-in-control economics if strategic alternatives emerge .