Thomas Fitzgerald
About Thomas Fitzgerald
Thomas A. Fitzgerald (age 74) serves as Chief Financial Officer and Director at TransCode Therapeutics (RNAZ), having been CFO and Director since July 2018 and Interim CEO from January 2024 until October 2025 when he resumed CFO duties . He holds an A.B. in Economics with Honors from Stanford and an MBA from Harvard Business School; prior roles include CFO at Velico Medical and founding Managing Director of Leerink’s healthcare investment banking unit . Recent performance context remains pre-revenue with negative EBITDA and net income as the company advances clinical programs; last four quarters show sustained operating losses (see Performance Metrics) [GetFinancials*]. Board structure separates Chair and CEO; Fitzgerald is a management director and therefore not independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransCode Therapeutics | CFO & Director (initially part-time, substantially full-time from 2020); Interim CEO | CFO & Director since Jul 2018; Interim CEO Jan 2024–Oct 2025 | Led finance through capital markets volatility; served as Interim CEO during transition |
| Velico Medical, Inc. | Chief Financial Officer | Aug 2006–Dec 2018 (last 15 months half-time) | Built finance systems at a medical device firm |
| Leerink Partners (f/k/a SVB Leerink; previously Leerink Swann) | Founding Managing Director, Corporate Finance/Investment Banking | Prior to 2006 (dates not specified) | Originated and led healthcare IB unit; capital formation and advisory |
| U.S. Army | Airborne-qualified Infantry Officer | ~2 years (dates not specified) | Leadership experience under high operational rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships disclosed in proxy |
Fixed Compensation
| Year/Action | Base Salary (Set) | Actual Salary Paid | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|---|
| 2023 | $382,000 | $358,138 | 35% | $0 | Voluntary salary reductions; no bonuses awarded for 2023 |
| 2024 | $480,000 | $255,076 | 35% | Not disclosed | Voluntary salary reductions; target bonus set |
| Oct 2025 role change | $440,000 | — | 30% | $250,000 (one-time transaction bonus) | CFO and Director; bonus tied to Polynoma closing |
Performance Compensation
| Award Type | Grant / Event Date | Quantity / Terms | Strike / Fair Value | Vesting Schedule | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Options (time-vest) | 6/19/2024 | 352 options | $1,108.80 | 50% vested at grant; remainder vests in 24 equal monthly installments | 6/18/2034 | As reported post reverse splits |
| Retention Stock Options (broad program) | 5/19/2023 | 300,000 options | $0.2834 | Vest in full on 12/31/2023 | 5/18/2033 | Item 5.02 retention program awards |
| One-time transaction bonus | 10/08/2025 | $250,000 cash | — | N/A | — | Paid at closing of Polynoma acquisition |
Reverse splits materially altered share counts and exercise prices; the company retroactively adjusted option data in later proxies (e.g., some 2023 options appear as “1 share” at high exercise prices post-split) .
Equity Ownership & Alignment
- Insider trading policy prohibits derivative transactions (hedging) in company stock for officers, directors, and employees; policy discusses risks of margin/pledging but does not expressly state a pledging ban in the proxy .
- Director compensation: Fitzgerald receives no director fees; compensation shown separately in NEO tables .
Ownership snapshots:
| As-of Date | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| 04/02/2025 (Special Mtg record date) | 16,894 | 0.072% | 43 common shares + 16,851 options exercisable in 60 days |
| 07/09/2025 (Annual Mtg record date, post reverse split) | 594 | 0.008% | 2 common shares + 592 options exercisable in 60 days |
Outstanding equity awards (select lines, post reverse split presentation):
| Vesting Start | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 6/19/2024 | 352 | 352 | $1,108.80 | 6/18/2034 |
| 5/19/2023 | 1 | — | $209,489.28 | 5/18/2033 |
| 12/01/2022 | 1 | — | $376,992.00 | 12/11/2032 |
| 02/01/2022 | 1 | — | $1,567,104.00 | 2/28/2032 |
| 02/01/2022 | 1 | — | $1,811,040.00 | 1/31/2032 |
| 01/01/2020 | 1 | — | $60,934.16 | 6/19/2030 |
Director compensation policy (for non-employee directors; Fitzgerald not paid as director):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Non-executive Chair (additional) | 40,000 |
| Audit Chair | 15,000; Member 7,500 |
| Compensation Chair | 10,000; Member 5,000 |
| Nominating Chair | 8,000; Member 5,000 |
Employment Terms
| Provision | Baseline Termination (No CIC) | Change-in-Control (CIC Window: 3 months before to 18 months after) | Other |
|---|---|---|---|
| Cash Severance | Lump sum: 18 months base salary + greater of prior-year incentive paid or 1.5× target bonus | Lump sum: 24 months base salary + bonus eligibility for 24 months following termination | — |
| Equity | — | Full vesting of all unvested equity/other unvested interests outstanding at termination | — |
| Benefits | Company-paid health/medical/dental premiums (incl. COBRA) for 12 months | Company-paid premiums (incl. COBRA) for 24 months | — |
| Term & Renewal | 3-year agreement; auto-renews for 12-month periods unless terminated per agreement | — | — |
| Clawback | Compensation Recovery Policy effective Oct 2, 2023; applies to incentive comp tied to financial reporting measures upon restatement (3-year lookback), recovery irrespective of fault | — | — |
Trigger mechanics indicate a double-trigger structure for CIC severance (termination without cause or resignation for good reason within the CIC window), with accelerated vesting and extended benefits .
Performance Metrics (last four reported quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($) | -5,082,042* | -3,157,736* | -4,207,692* | -4,556,419* |
| Net Income ($) | -5,915,958* | -12,085,413* | -4,276,502* | -4,856,051* |
Values retrieved from S&P Global.*
Note: Company remains pre-revenue in these periods; focus is on funding and clinical progression [GetFinancials*].
Board Governance
- Board service history: Director since 2018; served as Interim CEO (Jan 2024–Oct 2025); resumed CFO role thereafter .
- Committee membership: Management directors typically do not serve on board committees; Audit, Compensation, and Nominating committees comprised of independent directors .
- Committee chair changes: On Oct 6–8, 2025, Elizabeth Czerepak appointed Audit Chair; Philippe Calais resigned as Audit Chair and Compensation Committee member .
- Independence: Fitzgerald is not independent due to executive role; other directors (Calais, Manting, Marquet) are independent under Nasdaq/SEC rules .
- Board attendance: 100% meeting attendance by each director during 2024 .
- Board leadership: Chair distinct from CEO; separation intended to enhance oversight .
Compensation Structure Analysis
- Mix and trends: 2023–2024 cash salary reduced via voluntary cuts; equity options used heavily for retention (May 2023 program, full vest Dec 2023) . 2025 compensation reset (base $440k, 30% target bonus) concurrent with strategic transaction; issuance of one-time $250k bonus flags transactional pay tied to M&A financing/closing .
- Equity award design: Predominantly time-based options with long-dated expirations; retroactive split adjustments materially increase exercise prices per option while preserving economic equivalence .
- Governance controls: Clawback policy (Nasdaq-aligned) in place; independent consultant (Pay Governance) engaged by Compensation Committee; no say-on-pay votes required as an EGC .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, RNAZ is not required to conduct advisory say-on-pay votes or provide pay-vs-performance disclosure under Item 402(v) .
Risk Indicators & Red Flags
- Insider equity program repricing discretion exists in plan (committee authorized to reduce exercise price or regrant without shareholder consent), which can be shareholder-unfriendly if used; monitor future actions .
- Heavy reliance on equity awards and reverse splits underscore financing risk and dilution pressure for public holders .
- Transaction-tied bonuses and leadership transitions (Interim CEO period; subsequent CEO appointment) elevate execution risk during clinical scale-up and integration (Polynoma) .
Investment Implications
- Alignment: Fitzgerald’s economic exposure is primarily via stock options; beneficial ownership remains small as % of shares outstanding post reverse split, reducing “skin-in-the-game” optics despite option leverage .
- Retention/Selling Pressure: 2023 retention options fully vested by Dec 2023; 2024 grants vest monthly through mid-2026—watch Form 4s for potential sales as tranches vest, especially after financing events .
- Protection/Costs: CIC double-trigger with full acceleration and 24 months benefits implies meaningful cost in a sale; clawback mitigates financial reporting risk; plan-level repricing discretion bears monitoring for potential dilution .
- Execution: Transitional leadership period ended with new CEO; Fitzgerald’s continued CFO role and audit chair change suggest governance continuity, but balance sheet and capital access remain key levers as clinical programs progress .
Data sources: 2025 DEF 14A (July 15), 2024 DEF 14A (April 29), 2025 Special Meeting DEF 14A (April 11), 8‑K (Oct 8, 2025), and 8‑K (May 19, 2023).
Citations:
Performance metrics values retrieved from S&P Global.*