Cynthia Smith
Spero TherapeuticsAbout Cynthia Smith
Independent director at Spero Therapeutics since March 2019; age 56; currently a strategic advisor to biotechnology companies with prior senior commercial roles at ZS Pharma (Chief Commercial Officer), Affymax (VP, Market Access & Commercial Development), and Merck (market access, corporate strategy, government relations, external affairs). Education: MBA (Wharton), MS Public Policy (Rutgers Eagleton), BA (UNC Chapel Hill). Class I director with term ending at the 2027 annual meeting; determined independent by Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZS Pharma, Inc. | Chief Commercial Officer | Jun 2013 – Dec 2016 | Not disclosed |
| Affymax, Inc. | VP, Market Access & Commercial Development | Oct 2008 – Mar 2013 | Not disclosed |
| Merck & Co. | Senior leadership roles in market access, corporate strategy, government relations, external affairs | 2000 – 2008 | Not disclosed |
| White House OMB (Clinton Administration) | Staff role | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Director | Not disclosed | Not disclosed |
| Akebia Therapeutics | Director | Not disclosed | Not disclosed |
| Protara Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
| Tvardi Therapeutics, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Chair of the Compensation Committee (members: Cynthia Smith, Patrick Vink, Kathleen Tregoning). Compensation Committee met nine times in FY 2024; all members independent under Nasdaq rules .
- Independence: Board determined Cynthia Smith is independent; independent directors include Smith, Deshpande, Jackson, Thomas, Tregoning, Vink .
- Attendance: The Board met 10 times in FY 2024 and committees met 24 times; no director attended fewer than 75% of meetings of the Board and applicable committees .
- Engagement: Compensation Committee directly retains Meridian Compensation Partners; committee conducted independence assessment and found no consultant conflicts of interest .
- Executive sessions/governance: Corporate Governance Guidelines call for independent director executive sessions at least twice a year; directors have full access to management and advisors .
- Board leadership: Chairman is Frank Thomas; CEO role separated from Chair to reinforce independent oversight .
Fixed Compensation (Director)
| Metric | FY 2024 |
|---|---|
| Cash retainer (board + chair fees) ($) | $60,000 |
| Equity grant (RSUs) – grant-date fair value ($) | $28,400 |
| Annual RSU grant size (units) | 20,000 RSUs; vest on first anniversary |
| Non-Employee Director Policy – base board retainer | $40,000 |
| Compensation Committee Chair retainer | $20,000 |
Notes: Policy allows annual RSUs to directors and optional election to receive options in lieu of cash; vesting of annual RSUs is time-based (one-year), with no meeting fees disclosed .
Performance Compensation (Director)
| Feature | Details |
|---|---|
| Performance metrics tied to director equity | None disclosed; director RSUs are time-based |
| Grant type and vesting | Annual grant of 20,000 RSUs; vesting on first anniversary (time-based) |
| Options for directors | Initial appointment option grant (15,000 shares) with monthly vesting over 3 years; available via election in lieu of cash fees |
Other Directorships & Interlocks
- Current boards: Agios Pharmaceuticals, Akebia Therapeutics, Protara Therapeutics, Tvardi Therapeutics (no SPRO-related party transactions disclosed involving Smith). No interlocks or related-party exposures identified in the company’s related party transaction disclosures .
Expertise & Qualifications
- Extensive senior leadership experience in market access, commercial development, and corporate affairs across major biopharma companies; strategic advisory since 2017 .
- Board experience across multiple therapeutics companies; advanced degrees in business and public policy .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 55,000 shares |
| Options exercisable within 60 days | 35,848 shares |
| Total beneficial ownership (shares) | 90,848 |
| Ownership as % of shares outstanding | Less than 1% (denoted “*”) |
| Director options outstanding (Dec 31, 2024) | 35,848 |
Policy signals: Insider trading policy prohibits hedging transactions (including swaps, collars, etc.) and requires pre-clearance for directors; quarterly blackouts apply .
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Smith oversees CEO and executive compensation, equity plan administration, and director compensation, supported by an independent consultant (Meridian) with no conflicts. The committee’s nine meetings in FY 2024 indicate active engagement and oversight .
- Independence and attendance: Affirmed independent; attendance met at least 75% threshold in FY 2024, supporting governance quality and reliability of oversight .
- Alignment: Director compensation is modest and mixed between cash retainer ($60k) and equity RSUs ($28.4k; 20,000 units), providing exposure to shareholder outcomes while avoiding performance metric gaming at the director level .
- Conflicts/related-party: No transactions disclosed involving Smith; audit committee pre-approves related-party transactions and reviews them under written policy, lowering conflict risk .
- RED FLAGS: None disclosed for related-party transactions, hedging/pledging by Smith, or attendance. Potential workload consideration given multiple external directorships, though the proxy cites her “broad experience” and does not flag overboarding; no formal issue disclosed .