Kristian Humer
About Kristian Humer
Kristian Humer, age 50, has served as an independent director of Sensei Biotherapeutics (SNSE) since July 2021. He is currently Chief Financial Officer of Foghorn Therapeutics Inc. (since April 2024) and previously was CFO/Chief Business Officer of Viridian Therapeutics (2021–2023) after a decade in healthcare investment banking at Citigroup, Lehman Brothers, UBS and Merrill Lynch; he holds an MBA from Duke’s Fuqua School and a B.A. (Hons) in Accounting & Economics from the University of Reading .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viridian Therapeutics Inc. | Chief Financial Officer & Chief Business Officer | Jul 2021–Sep 2023 | Senior finance/operator experience relevant to biopharma capital formation |
| Citigroup Inc. (Healthcare IB) | Managing Director (2017–2021); Director (2014–2016); VP (2011–2013); Associate (2010) | 2010–2021 | Led advisory for small/mid-cap biopharma and select large-cap pharma |
| Lehman Brothers (Healthcare IB) | VP/Associate | 2007–2009 | Transaction execution in healthcare |
| UBS AG; Merrill Lynch | Investment banking/private banking roles | Early career | Foundational finance background |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Foghorn Therapeutics Inc. | Chief Financial Officer | Apr 2024 | Public-company CFO role alongside SNSE directorship |
| Other public company directorships | None disclosed in SNSE proxy | — | No external board seats disclosed for Humer |
Board Governance
- Committees: Audit Committee member (current composition: Thomas Ricks – Chair; Kristian Humer; Bob Holmen). 2024 meetings: Audit 4; Compensation 3; Nominating & Corporate Governance 0 .
- Independence: Board determined all directors other than the CEO are independent under SEC/Nasdaq standards; Audit Committee members meet Nasdaq independence rules .
- Attendance & engagement: Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings for which they served. Independent directors held 4 executive sessions in 2024 .
- Board leadership: Independent Chair (William Ringo); Chair separate from CEO .
- Audit Committee responsibilities include oversight of auditors, financial reporting, related-party transactions, and cybersecurity risk .
Fixed Compensation
Director cash compensation earned by Humer (reported):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 42,500 | 42,500 |
Non-Employee Director Cash Retainer Schedule (effective 2024 Amended Policy):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board member (base) | 35,000 |
| Independent Chair (additional) | 35,000 |
| Audit Committee Chair | 15,000 |
| Audit Committee Member (non-chair) | 7,500 |
| Compensation Committee Chair | 10,000 |
| Compensation Committee Member (non-chair) | 5,000 |
| Nominating & Corporate Governance Chair | 8,000 |
| Nominating & Corporate Governance Member (non-chair) | 4,000 |
Notes: No meeting fees disclosed; Science & Technology Committee dissolved effective Dec 31, 2024 .
Performance Compensation
Equity awards and grant details for Humer:
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Annual Option Grant | 14,550 options, granted Jul 10, 2023; exercise price $1.22; grant-date fair value $13,976 | 19,000 options, granted Jun 10, 2024; exercise price $0.71; grant-date fair value $10,164 |
| RSU Grant | 4,466 RSUs granted Jul 10, 2023; grant-date fair value $5,449 | — |
| Option Holdings (year-end) | Options held as of Dec 31, 2023: 45,767 | Options held as of Dec 31, 2024: 64,767 |
Director equity policy (2024 Amended Policy):
- Initial grant: 38,000 options vesting in 36 monthly installments; Independent Chair also receives an additional 10,000 options vesting on first anniversary .
- Annual grant: 19,000 options vest monthly through next annual meeting (or 1-year anniversary) .
- Change-in-control: All director equity vests in full on a change in control .
- Post-termination exercise: Extended exercise windows for director options (up to 4 years, with conditions) apply retroactively and going forward .
Performance metrics tied to director pay:
| Metric | Used for Director Compensation? | Evidence |
|---|---|---|
| TSR percentile | No | Director grants are time-based options under 2024 policy; no performance metrics disclosed |
| Revenue/EBITDA targets | No | Same as above |
| ESG goals | No | Same as above |
| Discretionary bonuses | Not applicable | Director comp structured as retainers + equity; no director bonuses disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Humer in SNSE proxy |
| Private/non-profit boards | Not disclosed |
| Executive roles (potential time commitments) | CFO, Foghorn Therapeutics Inc. (since Apr 2024) |
| Related-party or interlock indicators | None disclosed involving Humer; Audit Committee oversees related-party review |
Expertise & Qualifications
- Finance and capital markets expertise from senior roles at Citigroup and as public-company CFO; MBA (Duke), B.A. (Hons) in Accounting & Economics (Reading) .
- Audit Committee member; Audit Committee Financial Expert designation resides with Chair Thomas Ricks, not Humer .
- Biopharma industry knowledge from Viridian and advisory work at global banks .
Equity Ownership
As of March 18, 2025:
| Metric | Amount |
|---|---|
| Shares of Common Stock | 8,932 |
| Options Exercisable within 60 Days | 63,183 |
| Total Beneficial Ownership (shares + in-the-money within 60 days) | 72,115 |
| Ownership % of Outstanding Shares | <1% (asterisked as less than 1%) |
Additional reference:
- Options held as of Dec 31, 2024: 64,767 .
Governance Assessment
- Strengths: Independent director with deep capital markets and biopharma finance experience; active Audit Committee member; Board structure separates Chair and CEO; independent directors held 4 executive sessions in 2024; each director met ≥75% attendance; Compensation Committee uses an independent consultant (Alpine Rewards) .
- Alignment: 2024 policy shifts director equity from RSUs to options-only (annual 19,000 options), increasing at-risk, performance-levered exposure; change-in-control accelerates vesting; extended post-termination exercise window supports longer-term alignment but may be seen as director-friendly .
- Potential watch items: Full-time CFO role at another public biotech may pose time/attention constraints during peak periods (though attendance met threshold) .
- Conflicts/related party: No related-party transactions disclosed involving Humer; Audit Committee explicitly oversees related-party review; Cambrian and Apeiron transactions disclosed but unrelated to Humer .
- Controls & risk oversight: Audit Committee covers financial reporting, auditor independence, and cybersecurity risk; Audit Committee recommended inclusion of audited financials in 2024 Form 10-K .
Director Compensation (Detail, YoY)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 42,500 | 42,500 |
| Stock Awards ($) | 5,449 | — |
| Option Awards ($) | 13,976 | 10,164 |
| Total ($) | 62,243 | 52,664 |
RED FLAGS and Risk Indicators
- No red flags disclosed for Humer on related-party transactions, pledging, or legal proceedings in the proxy; continue monitoring Section 16 filings for insider trading activity and any emerging conflicts .
- Policy notes: Company adopted an executive-focused clawback policy in Oct 2023; not specified for directors, though Compensation Committee oversees clawback policies .
- Committee changes: Science & Technology Committee dissolved effective Dec 31, 2024, simplifying committee structure; no negative governance signal implied .