Frank E. Thomas
Spero TherapeuticsAbout Frank E. Thomas
Frank E. Thomas (age 55) is an independent director and the Chairman of Spero Therapeutics’ Board, serving since July 2017. He is designated the Audit Committee financial expert and currently chairs the Audit Committee; he was re-elected as a Class II director on June 12, 2025 for a term through the 2028 annual meeting. Thomas brings extensive operating and capital markets experience from senior roles at Orchard Therapeutics (President & COO; previously CFO & CBO) and AMAG Pharmaceuticals. He holds a B.B.A. from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orchard Therapeutics | President & Chief Operating Officer | Current; previously CFO & Chief Business Officer (Jan 2018–Mar 2020) | Senior operating leadership; finance and business development |
| AMAG Pharmaceuticals | President & Chief Operating Officer; EVP & COO; EVP, CFO & Treasurer | Apr 2015–Apr 2017; May 2012–Apr 2015; Aug 2011–May 2012 | Commercial-stage execution and P&L oversight |
| Molecular Biometrics | SVP, COO & CFO | Oct 2008–Jul 2011 | Diagnostics operating and financial management |
| Critical Therapeutics | President; CEO; previously SVP & CFO; Director | Apr 2004–Mar 2008; CEO from Dec 2006; Director 2006–2008 | Led public biopharma; board governance |
| Esperion Therapeutics | CFO & VP Finance/IR | Pre-2004 | Capital markets and investor relations leadership |
| MassBio (Massachusetts Biotechnology Council) | Director | 2007–2015 | Industry policy engagement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Larimar Therapeutics Inc. | Director | Current | Public company board service |
Board Governance
- Structure: Independent Board Chair (Thomas) separate from CEO; Board favors separation to reinforce objective oversight .
- Independence: Board determined Thomas is independent under Nasdaq rules .
- Committees: Audit Committee Chair; members include Thomas (Chair), Deshpande, Jackson .
- Financial Expertise: Thomas designated “audit committee financial expert” under SEC rules .
- Attendance: In FY2024 the Board met 10 times; committees met 24 times; no director attended fewer than 75% of meetings on which they served .
- Tenure: Class II director since 2017; re-elected June 12, 2025 (term to 2028) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Cash fees (Thomas actual) | $60,000 | FY2024 | Per Director Compensation table |
| Equity grant fair value (Thomas actual) | $28,400 | FY2024 | Annual RSU award grant-date fair value |
| Policy: Board Member retainer | $40,000 | Ongoing | Non-Employee Director Compensation Policy |
| Policy: Board Chair additional retainer | $30,000 | Ongoing | Applies to Thomas as Chair |
| Policy: Audit Committee Chair | $20,000 | Ongoing | Applies to Thomas |
| Policy: Audit Committee Member | $10,000 | Ongoing | For non-chair members |
- Director cash vs equity mix for FY2024: $60,000 cash and $28,400 equity grant-date value (time-based RSUs). Mix reflects higher fixed cash for Chair and Audit Chair responsibilities .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value (if disclosed) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU (Director grant) | 2024-05-29 | 20,000 | $28,400 | RSUs vest on first anniversary of grant date | None disclosed for director awards (time-based) |
| Annual RSU (Director grant) | 2025-06-12 | 20,000 | — | RSUs vest on first anniversary of grant date | None disclosed (time-based) |
| Stock options outstanding (director) | As of 12/31/2024 | 63,893 (Thomas) | — | Per prior grants; schedules not itemized in director table | Not applicable |
- Design: Non-employee director equity consists of an initial stock option upon appointment and an annual RSU grant of 20,000 units at the annual meeting; vesting is time-based (no disclosed performance criteria) .
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Larimar Therapeutics Inc. | Public company directorship | No related-party transactions disclosed with SPRO |
| Prior executive roles (AMAG, Orchard, etc.) | Historical employment | No SPRO-related transactions disclosed tied to Thomas |
- Related-party transactions: Proxy discloses policies and specific related-party items (consulting agreements with other directors; GSK license), but no transactions involving Thomas were disclosed .
Expertise & Qualifications
- Operating leadership: President/COO roles at biopharma companies (Orchard, AMAG); CFO/finance leadership across multiple companies .
- Capital markets/financial oversight: Prior CFO roles; audit committee financial expert designation at SPRO .
- Industry network and governance: Service on MassBio board; current Larimar Therapeutics directorship .
Equity Ownership
| Holder | Common Shares | Options (exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Frank E. Thomas | 55,000 | 63,893 | 118,893 | <1% | As of April 1, 2025; 55,900,641 shares outstanding |
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy; hedging transactions are prohibited under insider trading policy; pledge policy not explicitly referenced .
- Vested vs unvested: Annual director RSUs vest one year after grant; specific unvested tally for Thomas not itemized, but Form 4s show annual awards (20,000 units) in 2024 and 2025 .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-06-16 | 2025-06-12 | Award (RSU/Common Stock) | 20,000 | 75,000 | https://www.sec.gov/Archives/edgar/data/1701108/000095017025087009/0000950170-25-087009-index.htm |
| 2024-05-30 | 2024-05-29 | Award (RSU/Common Stock) | 20,000 | 55,000 | https://www.sec.gov/Archives/edgar/data/1701108/000095017024066617/0000950170-24-066617-index.htm |
- Pattern: Annual director equity grants at or around the annual meeting; no open-market purchases or sales disclosed in this period [insider-trades output].
Governance Assessment
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Strengths:
- Independent Board Chair separated from CEO; enhances oversight .
- Audit Committee chaired by a designated financial expert (Thomas); robust remit includes related-party review, cybersecurity risk, and independent auditor oversight .
- Attendance and engagement: No director below 75% attendance in FY2024; Board and committees active (34 total meetings) .
- Shareholder support signals: Say-on-pay approved (25,178,672 for; 638,744 against; 354,784 abstain); Thomas re-elected with strong support (25,722,977 for) .
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Alignment & Incentives:
- Director compensation is primarily fixed cash with time-based RSUs (no performance metrics), aligned to standard biotech practice. Thomas’ FY2024 mix shows meaningful equity exposure via annual RSUs and legacy options, supporting long-term alignment .
-
Potential Risks/Conflicts:
- External board at Larimar Therapeutics introduces outside commitments; however, no related-party transactions involving Thomas are disclosed .
- Company maintains insider trading prohibitions on hedging; pledge restrictions not explicitly disclosed in proxy, which is a minor governance gap vs best-practice disclosures .
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Dilution watchpoint (broader context, not director-specific): Stockholders approved a 3,000,000 share increase to the 2017 Plan; Board disclosed equity overhang and burn-rate metrics consistent with clinical-stage talent needs, with Audit Committee oversight of governance. Shareholder approval mitigates dilution concerns near-term .
Overall: Thomas’ independent chair role, audit leadership and financial expertise bolster board effectiveness. No direct conflicts are disclosed; insider activity reflects routine director grants. Shareholder voting outcomes reinforce investor confidence in governance and compensation oversight .