Thomas Civik
About Thomas Civik
Independent Chair of the Board at Repare Therapeutics (RPTX); age 56; director since September 2021; resides in Idaho. Former President & CEO of Five Prime Therapeutics (until its April 2021 acquisition by Amgen); ex-Chief Commercial Officer at Foundation Medicine; 17-year career at Genentech leading commercialization of Avastin, Tecentriq, Alecensa, and Tarceva. Education: B.A. (Saint Norbert College); MBA (Northwestern Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Prime Therapeutics | President, CEO, Director | Apr 2020 – Apr 2021 | Led company through sale to Amgen; commercial and leadership experience . |
| Foundation Medicine | Chief Commercial Officer | Nov 2017 – Sep 2019 | Launched FDA-approved pan-cancer genomic test; growth leadership . |
| Genentech | Various roles incl. VP/Franchise Head | Dec 2000 – Nov 2017 | Led commercialization for Avastin, Tecentriq, Alecensa, Tarceva . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Pyxis Oncology, Inc. | Director | Current | Public company board service . |
Board Governance
- Board leadership: Independent Chair with authority over agendas, materials, and executive sessions; separation of Chair and CEO enhances oversight .
- Independence: Board affirmatively determined Civik is “independent” under Nasdaq rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of board/committee meetings; independent directors held 7 executive sessions .
- Shareholder engagement: Annual meeting Q&A directs questions to Board Chair (Civik) or CEO/CFO; structured rules of conduct for fair participation .
Fixed Compensation
| Component | Policy Amount (USD) | 2024 Actual (USD) |
|---|---|---|
| Annual Director Retainer | $40,000 | — |
| Additional Retainer – Non-Executive Chair | $30,000 | — |
| Audit Committee Member Retainer | $7,500 | — |
| Nominating & Governance Committee Member Retainer | $4,000 | — |
| Fees Earned/Paid in Cash (Civik) | — | $75,771 |
| All Other Compensation (Civik) | — | $1,078 (tax advice) |
| Total Cash (Civik) | — | $76,849 |
Notes:
- Actual cash paid can differ from policy due to proration and timing. Director cash policy last amended Feb 2024 .
Performance Compensation
| Equity Component | Grant/Status | Quantity/Terms | Valuation/Notes |
|---|---|---|---|
| Annual Director Option Award | Policy | 27,200 options; 10-year term; FMV exercise price; monthly vest over 12 months . | |
| Initial Director Option Award | Policy | 54,400 options; 10-year term; 1/3 at year 1, then monthly to year 3 . | |
| 2024 Option Award (Civik) | Grant-date fair value | $72,352 | ASC 718 value; number not disclosed in proxy. |
| Options Outstanding (Civik, 12/31/2024) | Status | 145,400 options outstanding | 9-month post-termination exercise window . |
| Change-of-Control | Vesting | Director options fully vest immediately prior to closing . |
Other Directorships & Interlocks
- Current public board: Pyxis Oncology, Inc. (director) .
- Historical executive-director role: Five Prime Therapeutics (until acquisition by Amgen) .
- Related-party transactions: On appointment, no Item 404(a) related-person transactions disclosed for Civik .
- Director commitments oversight: Corporate Governance Guidelines require advance approval for additional board service; board reviews overboarding risk; directors discussed in annual assessments .
Expertise & Qualifications
- Oncology commercialization and market access across biologics and diagnostics (Genentech; Foundation Medicine) .
- CEO experience, M&A execution, strategic leadership (Five Prime) .
- Finance/strategy training (MBA, Northwestern Kellogg) .
Equity Ownership
| Holder | Shares Held | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Thomas Civik | 7,500 | 143,133 | 150,633 | <1% |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of company shares by directors and employees .
- Director option awards outstanding at year-end: 145,400 (Civik) .
Governance Assessment
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Strengths:
- Independent Chair structure with strong process for executive sessions and risk oversight .
- Confirmed independence and clear committee roles (Audit; Nominating & Governance) .
- Robust insider trading and anti-hedging/pledging policies; formal related-party transaction policy and committee review .
- Transparent non-employee director compensation framework; reasonable retainer levels; equity aligns interests; change-of-control vesting clarity .
- Say-on-pay approval in 2024 exceeded 99.9%, signaling broad investor support for compensation governance .
-
Watch items:
- Beneficial ownership is modest (<1%), typical for biotech boards but may offer limited “skin-in-the-game”; options provide upside alignment .
- Concurrent Audit Committee membership while serving as Board Chair requires continued vigilance to preserve independent oversight; current independence affirmations mitigate concern .
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RED FLAGS: None disclosed for Civik regarding related-party transactions, pledging/hedging, legal proceedings, or attendance shortfalls .