David McGirr
RHYTHM PHARMACEUTICALSAbout David W. J. McGirr
Independent director of Rhythm Pharmaceuticals since 2015; age 70; Class III director with term expiring at the 2026 annual meeting. Former CFO of Cubist Pharmaceuticals (Nov 2002–Mar 2013) and designated Audit Committee financial expert; B.Sc. in Civil Engineering (University of Glasgow) and MBA (Wharton). Serves as director at X4 Pharmaceuticals and Insmed Incorporated; deep finance and biopharma governance expertise supports his Audit chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cubist Pharmaceuticals, Inc. | Senior Vice President & Chief Financial Officer | Nov 2002–Mar 2013 | CFO experience underpins “audit committee financial expert” designation |
| Cubist Pharmaceuticals, Inc. | Senior Advisor to the CEO | Not disclosed | Strategic finance and governance support |
| Hippo Inc. | President & Chief Operating Officer | Not disclosed | Operating leadership (internet technology, venture-backed) |
| GAB Robins North America, Inc. | Chief Executive Officer | Not disclosed | Risk management domain expertise |
| S.G. Warburg & Co., Inc. (S.G. Warburg Group) | CFO, Chief Administrative Officer, Managing Director | Not disclosed | Capital markets and corporate finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| X4 Pharmaceuticals, Inc. | Director | Not disclosed | Clinical-stage rare disease focus; potential network benefits |
| Insmed Incorporated | Director | Not disclosed | Rare disease therapeutics; industry insights |
Board Governance
- Committee assignments: Audit Committee chair; Governance & Nominating Committee member; independent director per Nasdaq and SEC standards .
- Independence and financial expertise: Board determined McGirr independent; designated audit committee financial expert (SEC definition) and financially sophisticated under Nasdaq rules .
- Attendance and engagement: Board met 4 times in 2024; all directors attended ≥75% of Board and committee meetings; Audit Committee met 5 times in 2024; executive sessions held regularly .
- Board/classification: Age 70; Class III; term expires 2026; Board size nine; Lead Director is Edward T. Mathers (not McGirr) .
Fixed Compensation
| Component | Amount (2024) |
|---|---|
| Annual cash retainer | $50,000 |
| Audit Committee chair fee | $20,000 |
| Governance & Nominating Committee member fee | $5,000 |
| Total cash fees earned (2024) | $75,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value ($) | Strike/Price | Vesting |
|---|---|---|---|---|---|
| Stock options | Jun 18, 2024 | 14,000 | Included in 2024 option value: $398,782 | $41.39 per share | Vests in full on earlier of 1-year anniversary or 2025 annual meeting |
| RSUs | Jun 18, 2024 | 4,000 | Included in 2024 stock award value: $165,560 | $0 (RSUs) | Same vest as above |
| Stock options | Jun 24, 2025 | 7,037 | Not disclosed (2025 proxy cycle) | $63.66 per share | Not disclosed |
| RSUs | Jun 24, 2025 | 4,712 | Not disclosed (2025 proxy cycle) | $0 (RSUs) | Not disclosed |
- Annual equity policy: continuing directors eligible for option (14,000 sh.) and RSU (4,000 sh.) grants; all director equity vests fully upon a change in control; annual equity grant-date fair value cap $600,000 with 1.5x option-to-RSU reduction mechanics if needed .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts Disclosed |
|---|---|---|
| X4 Pharmaceuticals, Inc. | Director | None disclosed in RYTM related-party section |
| Insmed Incorporated | Director | None disclosed in RYTM related-party section |
- Compensation committee interlocks: Company disclosed no compensation committee interlocks involving RYTM executives in 2024; McGirr is not on RYTM’s compensation committee .
Expertise & Qualifications
- Audit committee financial expert; senior CFO tenure and capital markets background .
- Technical and industry exposure across biopharma rare disease portfolios; governance sophistication .
- Education: B.Sc. (Civil Engineering) – University of Glasgow; MBA – Wharton School .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares held directly | 3,000 | As of Apr 28, 2025 |
| Options exercisable ≤60 days | 193,741 | As of Apr 28, 2025 |
| RSUs vesting ≤60 days | 4,000 | As of Apr 28, 2025 |
| Total beneficial ownership | 200,741 | As of Apr 28, 2025 |
| Shares outstanding (Common) | 63,597,942 | As of Apr 28, 2025 |
| Ownership % (computed) | ~0.32% | 200,741 ÷ 63,597,942; inputs cited above |
| Pledged shares | None | “None of the shares are pledged as security.” |
| Director stock ownership policy | 3x annual cash retainer; 5-year compliance window; all participants compliant at adoption (Dec 2024) | Policy applies to directors; adoption Dec 2024 |
| Anti-hedging/pledging policy | In place | Insider trading policy includes anti-hedging and anti-pledging provisions |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-06-26 | 2025-06-24 | Award | Stock Option | 7,037 | $63.66 | 7,037 | |
| 2025-06-26 | 2025-06-24 | Award | RSUs | 4,712 | $0 | 4,712 | |
| 2025-06-23 | 2025-06-18 | M (RSU vest) | Common Stock | 4,000 | $0 | 7,000 | |
| 2025-06-23 | 2025-06-18 | M (settlement) | RSUs | -4,000 | $0 | 0 | |
| 2025-06-05 | 2025-06-03 | M (exercise) | Common Stock | 65,431 | $4.59 | 68,431 | |
| 2025-06-05 | 2025-06-03 | Sale | Common Stock | -55,558 | $65.1464 | 12,873 | |
| 2025-06-05 | 2025-06-03 | Sale | Common Stock | -9,873 | $65.6427 | 3,000 | |
| 2025-06-05 | 2025-06-03 | M (expiration) | Stock Option | -65,431 | $4.59 | 0 | |
| 2024-06-25 | 2024-06-21 | M (RSU vest) | Common Stock | 3,000 | $0 | 3,000 | |
| 2024-06-25 | 2024-06-21 | M (settlement) | RSUs | -3,000 | $0 | 0 | |
| 2024-06-20 | 2024-06-18 | Award | Stock Option | 14,000 | $41.39 | 14,000 | |
| 2024-06-20 | 2024-06-18 | Award | RSUs | 4,000 | $0 | 4,000 |
Governance Assessment
- Board effectiveness and alignment: McGirr’s audit leadership, independence, and financial expertise strengthen risk oversight (five Audit meetings in 2024; cybersecurity and financial risk monitoring in charter) . Stock ownership policy and anti-hedging/pledging provisions enhance alignment; McGirr compliant at adoption and no pledging disclosed .
- Compensation and incentives: Director cash compensation is modest and role-based; equity mix comprises options and RSUs with one-year vesting cadence and CoC acceleration typical for peers, reducing retention risk without excessive guarantees .
- Other directorships: Service at X4 and Insmed provides sector insight; no related-party transactions or interlocks involving McGirr disclosed by RYTM, reducing conflict risk .
- Signals and red flags:
- Insider sale after sizable option exercise (June 2025) at ~$65 indicates monetization; balanced by continued holdings and routine vesting—no pledging or hedging red flags disclosed .
- Director equity awards accelerate on change in control; common in biotech but can create perceived entrenchment incentives—monitor alongside any strategic transactions .
- Company say-on-pay support 97.1% (2024), suggesting shareholder confidence in compensation governance broadly .
Overall, McGirr presents strong governance credentials (audit expertise, independence, active oversight) with conventional director pay structures and no disclosed related-party conflicts. Maintain watch on trading patterns and evolving committee workloads amid growth and risk oversight demands .
Notes and References
- Committee composition and chair roles; independence; attendance; board structure and leadership .
- Audit Committee responsibilities and meetings; financial expert designation .
- Director biography and external roles; education .
- Director compensation program; retainer amounts; equity grant policies and CoC vesting .
- 2024 director compensation table (cash, stock, option values) and outstanding awards .
- Beneficial ownership breakdown; shares outstanding; no pledging .
- Stock ownership policy (3x cash retainer for directors; compliance at adoption) .
- Anti-hedging/pledging policy and insider trading policy .
- Related party transactions policy and disclosed transactions (no McGirr-specific items) .
- Say-on-pay support level (context for governance climate) .