James Flynn
About James Flynn
James Flynn, CFA (age 45), has served as an independent director of Synlogic (SYBX) since March 2024. He is the Managing Member and Portfolio Manager of Nerium Capital LLC (founded in 2021), holds an S.B. in Management Science with a finance concentration and a minor in Economic Science from MIT, and is a CFA charterholder . He is currently nominated for re‑election to serve through the 2028 annual meeting, confirming continued board service and independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nerium Capital LLC | Managing Member & Portfolio Manager | 2021–present | Investment leadership; healthcare and pharma domain exposure |
| Aptigon Capital (Citadel) | Investment management roles | Prior to 2021 (dates not disclosed) | Buy-side analysis and portfolio work |
| Amici Capital, LLC | Investment management roles | Prior to 2021 (dates not disclosed) | Buy-side research and investing |
| Putnam Investments LLC | Investment management roles | Prior to 2021 (dates not disclosed) | Institutional asset management experience |
| ARCA Biopharma | Director | Prior (dates not disclosed) | Board experience in biopharma |
| Axiom Health, Inc. | Director | Prior (dates not disclosed) | Board experience in healthcare |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lite Strategy, Inc. (NASDAQ: LITS) | Director | Since 2023 | Company described as pharmaceutical and digital asset treasury; committee roles not disclosed |
| RiceBran Technologies | Director | Since 2024 | Specialty ingredients; committee roles not disclosed |
Board Governance
- Board classification and term: Flynn is in the class with term ending at the 2025 annual meeting and is nominated to serve through the 2028 annual meeting .
- Independence: Board determined Flynn to be independent under Nasdaq rules .
- Committee assignments:
- Audit Committee member (Chair: Richard Shea); met 4 times in 2024 .
- Compensation Committee member (Chair: Edward Mathers); did not meet in 2024 .
- Attendance: In 2024, the Board held 29 meetings; all directors attended at least 75% of Board and committee meetings on which they served. The annual meeting was held Dec 4, 2024 and was attended by one director .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $31,222 | Under Non‑Employee Director Compensation Policy |
| 2024 | Option Awards (grant-date fair value) | $5,499 | Initial appointment option; 4,000 options outstanding at 12/31/2024 |
Structural change: As of April 26, 2025, the Amended Non‑Employee Director Compensation Program provides equity‑only director pay (no cash compensation), with automatic annual restricted stock awards (15,000 shares) and time‑based vesting .
Performance Compensation
| Award Type | Quantity / Terms | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial option grant (Mar 2024) | 4,000 options outstanding at 12/31/2024 | Not disclosed; option grant made upon initial appointment | Not disclosed for director options in 2024 |
| Annual restricted stock (Amended Policy, 2025) | 15,000 shares per non‑employee director | Vests Dec 15 of grant year, subject to service | 100% vesting and, if applicable, exercisability immediately prior to a Change in Control |
- Performance metrics: No director performance metrics (e.g., TSR, EBITDA, ESG) are tied to director compensation; grants are time‑based under the Amended Policy .
- Repricing prohibition: The 2025 equity plan prohibits option/SAR repricing without stockholder approval (except for corporate transactions) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Lite Strategy, Inc. (NASDAQ: LITS) | Pharma/digital asset treasury | No SYBX related‑party transactions disclosed; independence affirmed |
| RiceBran Technologies | Specialty ingredients | No SYBX related‑party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Healthcare/pharma investing expertise and broad life sciences industry knowledge cited by SYBX Board as qualifications for service .
- MIT S.B. in Management Science (finance concentration; minor in Economic Science) and CFA charterholder credentials .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 days | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| James Flynn | 15,000 | 1,333 | 16,333 | <1% | As of Oct 31, 2025; based on 11,698,919 shares outstanding |
- Hedging/pledging: Insider trading policy prohibits short sales, margin loans or other pledging, collars/hedging devices, and trading in publicly traded options on SYBX securities; requires pre‑clearance and imposes blackout periods .
- Stock ownership guidelines: Not disclosed for directors in the proxy .
Governance Assessment
- Independence and committee roles: Flynn is independent and sits on both Audit and Compensation, providing oversight across financial reporting and pay; Audit met 4x, but Compensation did not meet in 2024, which is a governance process risk if sustained .
- Engagement: Board met 29 times; directors achieved ≥75% attendance—adequate engagement. Only one director attended the 2024 annual meeting, signaling limited public‑facing engagement at that event, though SYBX encourages attendance .
- Alignment and pay design: 2025 shift to equity‑only annual grants with time‑based vesting increases ownership alignment; however, single‑year vesting and full change‑of‑control acceleration for directors can be viewed as entrenchment‑risk features if combined with frequent grants .
- Conflicts/related parties: No related‑party transactions involving Flynn are disclosed; SYBX has a formal related‑party policy administered by the Audit Committee . His external boards (LITS, RiceBran) and investment role at Nerium are disclosed without identified conflicts with SYBX .
- Risk indicators:
- Positive: Independent status; Audit participation; prohibition on hedging/pledging .
- Watch items: Compensation Committee inactivity in 2024; single‑trigger acceleration for director equity under the Amended Policy .
RED FLAGS: Compensation Committee did not meet in 2024 (process rigor risk if it persists) ; director equity accelerates 100% upon change‑of‑control (potential misalignment if not balanced by robust performance orientation) .