Craig Tooman
About Craig Tooman
Craig Tooman, age 59, is President, Chief Executive Officer, and Executive Director of Silence Therapeutics (SLN) since February 2022; he previously served as SLN’s CFO (Jan 2021–Feb 2022). He holds a BA in Economics from Kalamazoo College, studied at Waseda University, and earned an MBA in Finance from the University of Chicago . Under his tenure, 2024 revenue grew 33% year over year (£33.8m vs. £25.4m), while net income remained negative; SLN’s 2024 TSR (from a $100 base at 12/31/21) stood at $28.80 versus $93.47 for the Nasdaq Biotech Index, highlighting significant underperformance despite clinical progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vyome Therapeutics | CFO & COO | 2019–2021 | Led finance/operations pre-joining SLN |
| Aratana Therapeutics | CEO & Director | 2013–2019 | Built award-winning company; negotiated merger with Elanco |
| Enzon Pharmaceuticals | CFO | 2005–2010 | Led finance through strategic transition and sale to Sigma Tau |
| ILEX Oncology | Chief Regulatory Officer (CRO) | Pre-2005 | Led $1.1bn M&A initiative and integration with Genzyme |
| Pharmacia; Upjohn | Senior roles | N/A | Key positions in large-cap pharma |
External Roles
| Organization | Role | Committee/Notes |
|---|---|---|
| CureVac | Supervisory Board member | Chairs the Remuneration Committee |
| Various (7 pharmaceutical boards historically) | Director | Chaired 4 audit committees |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Cash Bonus (Non-Equity Incentive) (USD) | All Other Comp (USD) |
|---|---|---|---|---|
| 2024 | 618,844 | 60% | 352,741 | 32,589 |
| 2023 | 589,375 | N/A | 840,938 | 33,412 |
| 2022 | 557,118 | N/A | 136,000 | 81,912 |
| 2025 (policy) | 655,000 | 60% | TBD (based on 2025 goals) | N/A |
Notes:
- For 2024, corporate achievement was 95% on the scorecard; the board paid bonuses aligned to that outcome . In the UK remuneration report, this equated to 57% of salary for the CEO (currency-converted presentation) .
- January 2025 base increased 5% to $655,000; target bonus remains 60% of salary .
Performance Compensation
| Metric (2024 Corporate Scorecard) | Weight | Target Focus | Achievement | Weighted Result |
|---|---|---|---|---|
| SLN360 (zerlasiran) milestones | 20% | Phase design/regulatory feedback; readiness | 97.5% | 19.5% |
| SLN124 (divesiran) milestones | 20% | Successful Phase 1 interim; Phase 2 start | 105% | 21.0% |
| Manufacturing processes | 15% | Process readiness | 100% | 15.0% |
| New business development | 10% | High-value BD deals | 50% | 5.0% |
| Candidate selection | 10% | New targets identification | 95% | 9.5% |
| Compliance & quality | 7.5% | Regulatory compliance | 100% | 7.5% |
| Operational/financial targets | 17.5% | Cash runway, KPIs | 100% | 17.5% |
| Total | 100% | 95.0% |
2025 corporate objectives and weights: Partnering/capital (30%), clinical milestones (30%), platform (15%), manufacturing/compliance/quality (15%), corporate execution/operations (10%) .
Equity Awards and Vesting:
- 2024 grant: 216,960 options (grant-date fair value $2,689,796; exercise $17.71; vest 25% at 1-year then monthly over 36 months) .
- Prior notable grants: multiple option awards with exercise prices $9.98–$23.60 (vest over 4–5 years; monthly or 25% cliff + monthly thereafter) .
- As of 12/31/2024, all Mr. Tooman’s options had exercise prices above the $6.88 ADS price (underwater) .
Policy and Design:
- Long-term incentives delivered as time-vested options; the committee retains discretion to introduce performance conditions, and shareholder approval is required for option repricing (policy contemplates possibility) .
- Comprehensive clawback adopted Nov 8, 2023 (Dodd-Frank/Nasdaq compliant) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,151,368 ordinary shares (2.2% of 141,690,850 outstanding) as of 3/31/2025 |
| Components (beneficial basis) | 33,486 shares held; 3,117,882 options exercisable within 60 days (included above) |
| Director interests (12/31/2024) | Owned outright 33,486; options vested-not-exercised 2,481,651; unvested 2,606,187 (ordinary shares basis) |
| In-the-money status at 12/31/2024 | No positive intrinsic value; all options’ strikes > $6.88 ADS price |
| Ownership guidelines | None; no formal stock ownership requirements |
| Hedging/pledging policy | Company states no policy that expressly limits hedging or pledging (governance caution) |
| Grant timing | Annual grants typically 1Q; new-hire options at month-end prior to start; no MNPI timing |
Implication: With options largely underwater at 12/31/2024 and vesting spanning multiple years, near-term insider selling pressure from option exercises appears limited absent a material stock recovery .
Employment Terms
| Provision | CEO (Tooman) | Notes |
|---|---|---|
| Term/At-will | At-will; 45-day notice if executive resigns; no notice required by company | |
| Severance (no CIC) | 12 months base salary; prior-year bonus; pro-rata current-year bonus; COBRA differential; “good leaver” treatment for vested equity post-termination | |
| Severance (within 12 months post-CIC) | 18 months base salary (lump sum on day 60); same bonus treatment; COBRA differential | |
| Equity on CIC | Unvested awards vest per plan; any award not vested upon a “control” event fully vests if terminated without cause/for good reason following/at control | |
| Potential payouts (12/31/2024) | Termination w/o cause or for good reason: $1,048,000; With CIC: $1,572,000 | |
| Restrictive covenants | 12-month non-inducement and non-solicitation; confidentiality/IP assignment customary |
Board Governance
- Role/tenure: Executive Director since Feb 2022; nominated for re-appointment at 2025 AGM; next reappointment cycle expected 2028 .
- Independence: Not independent due to executive role; board has independent Chair (Iain Ross) and majority independent directors .
- Committees: Mr. Tooman is not listed as a member of Audit & Risk, Remuneration, Nominations, or Science & Technology committees (independent directors serve) .
- Attendance: Board met 11 times in 2024; all directors achieved at least 75% attendance .
- Director compensation: Executives do not receive additional pay for board service .
Dual-role implications: Separation of Chair and CEO mitigates concentration of power; independence is maintained at the committee level, but CEO’s board presence warrants continued monitoring of remuneration decisions and succession planning .
Compensation Structure Analysis
- Pay mix: Significant equity via time-vested options aligns with long-term share price but lacks explicit performance conditions; committee has discretion to add performance metrics in future cycles .
- 2024 bonus funding: Strong clinical progress balanced by shortfall in BD; payout calibrated to 95% corporate scorecard (quality of execution emphasized) .
- Market positioning: CEO target total direct compensation around the 25th percentile of the 2024 peer group; 2025 target bonuses set at 75th percentile to aid retention/market competitiveness .
- Governance flags: Policy allows option repricing with shareholder approval; no formal stock ownership guidelines; no explicit anti-hedging/pledging policy .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| SLN TSR (Value of $100 from 12/31/21) | $63.83 | $72.71 | $28.80 |
| Nasdaq Biotech Index TSR (Value of $100) | $89.88 | $94.01 | $93.47 |
| Net Income (USD millions) | (50.33) | (54.23) | (45.31) |
| Revenue (GBP thousands) | — | 25,375 | 33,833 (33% YoY) |
Qualitative achievements:
- SLN124 (divesiran): Positive Phase 1 interim data; Phase 2 dosing initiated; FDA Fast Track + Orphan, EU Orphan designations for PV .
- SLN360 (zerlasiran): Substantial Lp(a) reductions in Ph1/2; positive FDA/EMA feedback on Phase 3 CV outcomes study design; pursuing global partnership for Phase 3/commercialization .
Say-on-Pay & Shareholder Feedback
- First U.S.-style say-on-pay at 2025 AGM; board recommends FOR .
- 2024 UK votes: Directors’ Remuneration Report FOR 88.2%; Remuneration Policy FOR 79.5% .
Director Compensation (for Board Service; informational)
- Executive directors (incl. Tooman) receive no additional fees for director service .
Related Party / Red Flags
- Related party transactions: None disclosed beyond compensation and director appointment letters; standard D&O indemnification .
- Risk indicators: No ownership guidelines; no explicit hedging/pledging restriction; policy allows option repricing; TSR underperformance vs. biotech index; reliance on successful partnering for Phase 3 funding .
Compensation Peer Group (2024/2025 process)
- Committee used Aon as independent advisor; set peer group (revised Sept 2024) including Arcturus, Beam, Centessa, Intellia, Kymera, Wave; aims for median cash and 50th–75th percentile equity positioning .
Equity Awards Detail (Outstanding at 12/31/2024; selected)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiry |
|---|---|---|---|---|
| 1/6/2021 | 181,250 | 12,083 | $21.05 | 1/6/2031 |
| 1/6/2022 | 64,409 | 23,924 | $23.60 | 1/6/2032 |
| 2/21/2022 | 88,542 | 36,458 | $18.99 | 2/21/2032 |
| 9/16/2022 | 135,000 | 165,000 | $11.59 | 9/16/2032 |
| 1/5/2023 | 335,416 | 364,584 | $15.38 | 1/5/2033 |
| 9/14/2023 | 22,600 | 49,720 | $9.98 | 9/14/2033 |
| 1/4/2024 | — | 216,960 | $17.71 | 1/4/2034 |
Vesting schedules: predominantly 25% at 1-year then 36 monthly vesting; some awards vest in 48 or 60 equal monthly installments .
Investment Implications
- Alignment and retention: Large, time-vested equity exposure with multi-year vesting and underwater options as of 12/31/2024 create retention hooks and low near-term monetization pressure; severance (12/18 months base) and CIC protections (double-trigger) lower retention risk through pivotal Phase 3/partnering milestones .
- Incentive intensity vs. performance: Annual bonuses link to operational milestones (95% achieved in 2024), but long-term equity currently lacks explicit performance conditions—consider engaging for PSU/TSR-linked awards as program matures .
- Governance watch-outs: No stock ownership guidelines and no explicit hedging/pledging policy; plan language allows option repricing with shareholder approval—areas to monitor for pay-for-performance alignment and shareholder-friendly practices .
- Trading signals: With options out-of-the-money and vesting staggered, forced insider selling risk is low near-term; positive partnering or Phase 3 catalysts would be needed to unlock option value and could alter selling dynamics if options move in-the-money .
- Execution risk: TSR underperformance vs. biotech peers underscores reliance on successful partnering for zerlasiran and clinical execution for divesiran to drive value re-rating; compensation design provides continuity but could be sharpened with performance-based equity to reinforce outcome-driven alignment .
Executive compensation summary (USD):
| Year | Salary | Option Awards (Grant-Date Fair Value) | Non-Equity Incentive (Bonus) | Total |
|---|---|---|---|---|
| 2024 | 618,844 | 2,689,796 | 352,741 | 3,693,970 |
| 2023 | 589,375 | 7,636,244 | 840,938 | 9,099,969 |
| 2022 | 557,118 | 5,264,235 | 136,000 | 6,039,265 |