Jeffrey Tong

About Jeffrey Tong

Jeffrey Tong, Ph.D., is Chairman of Septerna’s board and a Class III director; he has served as a director since December 2019 and as non-executive Chairman since November 2021. He is currently a Partner at Third Rock Ventures; prior roles include interim CEO of Marea Therapeutics (Dec 2021–Oct 2023), Executive Chairman of Delinia, CEO of Nora Therapeutics, VP Corporate & Product Development at Infinity Pharmaceuticals, consultant at McKinsey, and founding researcher at Harvard’s Bauer Center for Genomics Research. Age 50 as of April 21, 2025; education includes A.B. in Biochemical Sciences, A.M. and Ph.D. in Chemistry (Harvard GSAS), and M.M.S. (Harvard Medical School) .

Past Roles

External Roles

Board Governance

• Independent status: Board determined all directors except the CEO (Finer) and Ezekowitz are independent under Nasdaq and SEC rules; Tong is independent despite affiliation with a >5% holder (Third Rock) after consideration of relevant relationships .
• Committee assignments: Audit Committee member (chair is Shalini Sharp); not on Compensation or Nominating & Corporate Governance committees per the committee matrix .
• Attendance: Board met 17 times in FY 2024; each incumbent director attended ≥75% of board and applicable committee meetings .
• Board leadership: Chair and CEO roles are separated; Tong serves as non-executive Chair overseeing board oversight and risk discussion practices .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Third Rock Ventures: Tong is a Partner; entities affiliated with Third Rock beneficially own ~23.4% of Septerna; he also disclaims personal beneficial ownership of options held for TRV’s benefit (see Equity Ownership) .
• RA Capital and Samsara are significant holders; other directors have affiliations (Simson with RA Capital, Bassan with Samsara), creating VC interlocks common in early-stage biotech boards .

Expertise & Qualifications

• Scientific and company-building expertise: Extensive experience founding, building, and leading biotech companies; product development and corporate strategy background .
• Education: AB Biochemical Sciences; AM/PhD Chemistry (Harvard GSAS); MMS (Harvard Medical School) .
• Governance experience: Service as non-executive Chair; Audit Committee member .

Equity Ownership

• Hedging/pledging: Insider trading policy prohibits short sales and derivative transactions; discusses risks of margin/pledging but does not state an explicit pledging prohibition in the excerpt cited .
• Ownership guidelines: No director stock ownership guideline disclosure located in the proxy .

Governance Assessment

• Strengths: Independent non-executive Chair structure; Tong’s scientific and operating background complements early-stage biotech needs; Audit Committee membership supports financial oversight; boardwide attendance ≥75% indicates engagement; clawback policy adopted per SEC/Nasdaq (alignment with governance best practice) .
• Potential conflicts: Tong is a Partner at Third Rock Ventures, a >5% shareholder with a services agreement; although the board affirms independence, VC affiliations may influence strategy and transactions; Company paid ~$0.3m in 2023 and ~$0.3m in 2024 under TRV services (including interim CMO support via TRV) — oversight via Audit Committee’s related-party policy is important .
• Alignment signals: Tong’s personal beneficial ownership is de minimis (1,669 options held for TRV’s benefit, disclaimed), suggesting limited “skin in the game” at the individual level; director option awards include performance-linked vesting to IPO/sale events, which can align directors with liquidity outcomes but may not directly tie to long-term TSR or operating metrics .
• Say-on-pay: As an EGC, Septerna did not conduct say-on-pay votes yet; thus no shareholder feedback signal in 2024/2025 .

Related Party and Red Flags

• Third Rock Ventures service agreement: Ongoing consulting services; $0.3m incurred in 2023 and $0.3m in 2024; Tong and Ezekowitz affiliated with TRV; Ezekowitz’s interim CMO services were provided through TRV (option grants to Ezekowitz for CMO services also disclosed). Governance mitigants include related-party transaction policy requiring Audit Committee approval .
• VC interlocks: Board includes members affiliated with significant holders (TRV, RA Capital, Samsara); while common in biotech, concentration of investor-affiliated directors warrants monitoring for conflicts on financing and strategic transactions .
• RED FLAGS to monitor: High investor-affiliate presence; performance triggers tied to liquidity events in director options (could bias toward sale/IPO outcomes vs. long-term value), and limited individual stock ownership by Tong .

Director Compensation (FY2024)

• Policy rates from IPO onward: Board member $40,000; Non-exec Chair +$30,000; Audit member $7,500; Compensation member $6,000; Nominating member $5,000; Committee chairs $10,000–$15,000 per committee .

Committee Assignments, Chair Roles, Independence and Attendance

Performance Compensation Metrics (Directors)

Say-on-Pay & Shareholder Feedback

• EGC status: Septerna is not required to conduct advisory say-on-pay votes yet; thus no historical approval percentages to report .
• AGM results (June 17, 2025): Director elections passed (FOR votes ~29.2–29.3M; broker non-votes 1.67M); auditor ratification had 34.22M FOR, indicating strong support; no other matters voted .

Insider Trades

• No Form 4 director trading data for Tong is disclosed in the proxy; not found in reviewed filings. If needed, Form 4 analysis should be conducted separately.

Compensation Consultant, Peer Group

• The Compensation Committee retained Pearl Meyer as independent advisor in 2024; helped develop peer groups for executive and director pay; no conflicts noted .

Governance Policies

• Clawback (compensation recovery) policy adopted per SEC/Nasdaq; applies to incentive-based comp tied to financial reporting measures for current/former executive officers in the event of restatement (3-year lookback) .
• Insider trading policy prohibits short sales and derivative transactions; Rule 10b5-1 plans permitted under policy conditions .

Overall Implications for Investors

• Board effectiveness: Separation of Chair/CEO, Tong’s experience, and committee structure support oversight; attendance and audit committee structure are positives .
• Conflict risk: Material affiliations with major VC holders (Third Rock, RA Capital, Samsara) and related-party services require strong Audit Committee oversight; independence determination explicitly considered these ties .
• Alignment: Tong’s personal equity ownership is minimal and options are held for TRV’s benefit (disclaimed), which may weaken individual alignment; director equity awards include liquidity event triggers (potential bias) .
• Shareholder signals: Strong AGM support for board slate and auditor ratification; say-on-pay unavailable due to EGC status .