Edward Mathers

About Edward Mathers

Edward Mathers (age 65) is an independent director of Synlogic (SYBX) with a tenure dating back to October 2012 (also served on the private Synlogic board since July 2014). He is a General Partner at New Enterprise Associates (NEA) with prior senior roles at MedImmune, Inhale Therapeutic Systems, and Glaxo Wellcome; he holds a B.S. in Chemistry from North Carolina State University . The Board classifies him as independent under Nasdaq standards, and his current Board term runs through the 2026 annual meeting .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Compensation Committee: Chair (members: Edward Mathers (Chair), James Flynn) .
  • Audit Committee: Current members are Richard Shea (Chair), Peter Barrett, James Flynn; Mathers is not listed on Audit in 2024–2025 proxies .
  • Nominating & Governance Committee: Current members are Peter Barrett (Chair) and Richard Shea; Mathers is not listed on this committee .
• Independence: Board has determined Mathers is independent under Nasdaq rules .
• Attendance and engagement (FY2024): Board held 29 meetings; committees met 5 times; all directors attended ≥75% of their Board/committee meetings. Only one director attended the December 4, 2024 annual meeting; directors are encouraged to attend .

Fixed Compensation

Note: As of April 26, 2025, Synlogic amended the non-employee director program to eliminate cash and move to equity-only (see Performance Compensation) .

Performance Compensation

Citations: All terms above from the Amended and Restated Non-Employee Director Compensation Program (amended April 26, 2025) .

No performance metrics apply to director equity (time-based vesting only under the amended policy) .

Other Directorships & Interlocks

• NEA affiliation: NEA 14, L.P. beneficially owns ~24.98% of Synlogic (2,922,774 shares as of Oct 31, 2025). Mathers is a partner at NEA, representing a potential governance interlock given NEA’s large ownership position .
• Other large holders for context: Funicular Funds (28.31%), Armistice Capital (5.25%), among others (ownership levels as of Oct 31, 2025) .

Expertise & Qualifications

• Venture capital and board experience across biotech/pharma (NEA General Partner; current and prior public company boards) .
• Operating leadership in pharma/biotech business development and ventures (MedImmune EVP; led MedImmune Ventures; prior roles at Inhale Therapeutic Systems and Glaxo Wellcome) .
• Education: B.S. in Chemistry, North Carolina State University .
• The Board cites Mathers’ healthcare industry and broad management experience as qualifications to serve .

Equity Ownership

Citations: Beneficial ownership table and footnotes (as of Oct 31, 2025; 11,698,919 shares outstanding). Mathers’ holdings consist of options exercisable within 60 days .

• Director option status (FY2024 year-end): “Mr. Mathers had 8,465 option awards outstanding at December 31, 2024” .
• Pledging/hedging: Synlogic’s insider trading policy prohibits short sales, use of company securities to secure a margin or other loan, and hedging transactions by directors, officers, employees, and consultants .

Insider Trades (selected Form 4 filings)

Note: See SEC/issuer links for transaction details; aggregator sites also list Mathers as a reporting person for SYBX Form 4s .

Governance Assessment

• Strengths

  • Independent director with extensive biotech governance and venture experience; Board explicitly affirms his independence .
  • Compensation Committee Chair with use of an independent compensation consultant (Alpine Rewards) who affirmed its independence; best-practice oversight of executive and director pay .
  • Anti-hedging/pledging policy and clawback policy adopted (Sept 20, 2023), supporting investor-aligned governance .
  • Shift to equity-only director pay (15,000 RS annually) enhances alignment and cost control relative to the prior cash/option mix .

• Watch items / potential conflicts

  • NEA interlock: As an NEA partner while NEA 14 holds ~25% of SYBX, Mathers’ dual role represents a potential conflict requiring continued disclosure and Audit Committee oversight under the related-party transaction policy .
  • Board-wide engagement: While all directors met the ≥75% attendance threshold in 2024, only one director attended the 2024 annual meeting, which could be perceived as a shareholder engagement gap (not specific to Mathers) .
  • Company-level compensation optics: The company executed an option repricing in November 2023 (executive options), a practice some investors view unfavorably; underscores the importance of robust Compensation Committee rationale and disclosure (Mathers has served on Comp Committee) .

• Structural notes

  • Board size and leadership: 4 directors as of 2025 with independent Chair (Peter Barrett) and separate Principal Executive Officer; Mathers’ term ends at the 2026 meeting, supporting continuity on the Comp Committee during a transitionary period .

Appendix: Committee Snapshot (FY2024–FY2025)

Related Party Transactions Policy: Audit Committee reviews and approves related-person transactions >$120,000 for arm’s-length terms and materiality of interest .