Richard Shea
About Richard P. Shea
Independent director of Synlogic (SYBX) since August 28, 2017; age 73 as of October 31, 2025. Former CFO of Syndax Pharmaceuticals (2017–2020) and Momenta Pharmaceuticals (VP Finance 2003–2007; SVP/CFO 2007–2016); prior COO/CFO of Variagenics and VP Finance at Genetics Institute. Education: A.B. (Princeton) and M.B.A. (Boston University, Public Management Program). The Board designates him independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syndax Pharmaceuticals, Inc. | Chief Financial Officer | Feb 2017 – Jul 2020 | Strategic finance leadership during transition; prior director (Jan 2014 – Feb 2017) |
| Momenta Pharmaceuticals, Inc. | VP Finance; SVP & CFO | 2003 – 2016 | Led public company finance and controls; broadened life sciences leadership |
| Variagenics, Inc. | Chief Operating Officer & Chief Financial Officer | Prior to 2003 | Public company pharmacogenomics operator |
| Genetics Institute, Inc. | Vice President, Finance | Prior to 2003 | Public biotech finance executive |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Syndax Pharmaceuticals, Inc. | Director | Jan 2014 – Feb 2017 | Prior public company board service |
| — | — | — | No other current public company directorships disclosed |
Board Governance
- Board class and term: Class I director; nominated October 24, 2025 for a term to the 2028 annual meeting. Independent under Nasdaq rules.
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member. Audit met 4x in 2024; Nominating & Governance met 1x in 2024.
- Financial expert: Board determined Mr. Shea is an “audit committee financial expert.”
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024. Annual meeting attendance: one director attended (Dec 4, 2024).
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Equity Grant | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2024 | 55,000 | Included in total cash fees (program rates disclosed in 2024 proxy) | Not separately disclosed | No annual option grant (Board forewent options in 2024) | — | Mr. Shea had 8,464 options outstanding at 12/31/2024 |
| 2025 Policy | 0 (no cash) | 0 (no cash) | 0 (no cash) | 15,000 restricted stock each non-employee director | Vests Dec 15 of grant year; full acceleration on change-in-control | Equity-only model; reimbursed expenses per policy |
Notes: 2024 program rates specified in 2024 proxy: $40k annual director retainer; audit chair $15k; audit member $7.5k; comp chair $12k; comp member $5k; nom/gov chair $8k; nom/gov member $4k; science & tech chair $8k; member $4k. These were superseded by the equity-only 2025 policy.
Performance Compensation
| Metric Category | Director Performance Metrics Tied to Pay | Disclosure |
|---|---|---|
| Equity awards | None; director awards are time-based restricted stock with change-in-control acceleration | 2025 policy prohibits dividends before vesting; no performance conditions disclosed for directors |
Other Directorships & Interlocks
| Relationship | Detail | Potential Governance Consideration |
|---|---|---|
| NEA board representative | Director Edward Mathers is a General Partner at New Enterprise Associates; NEA14 beneficially owns 24.98% of SYBX common stock | Investor representation on Board; monitor related party transaction oversight via Audit Committee |
| Atlas Venture chair | Chair Peter Barrett is partner at Atlas Venture; Atlas IX owns SYBX shares | Concentrated investor influence; independence affirmed by Board |
Expertise & Qualifications
- Deep public-company finance and audit oversight experience; designated audit committee financial expert.
- Extensive biotech CFO/COO background across multiple public companies.
- Education: Princeton A.B.; Boston University M.B.A. (Public Management Program).
- Independence: Board affirmed independence under Nasdaq standards.
Equity Ownership
| Metric | Oct 31, 2024 | Oct 31, 2025 |
|---|---|---|
| Shares held directly (#) | 500 | 15,506 |
| Options exercisable within 60 days (#) | 8,464 | 8,464 |
| Total beneficial ownership (#) | 8,964 | 23,970 |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Security | Qty | Price ($) | Post-Transaction Ownership (#) | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-04-29 | 2025-04-26 | A (Award) | Common Stock | 15,000 | 0.00 | 15,506 | https://www.sec.gov/Archives/edgar/data/1527599/000095017025060267/0000950170-25-060267-index.htm |
| 2023-06-26 | 2023-06-22 | A (Award) | Stock Option (right to buy) | 30,000 | 0.504 | 30,000 | https://www.sec.gov/Archives/edgar/data/1527599/000095017023029809/0000950170-23-029809-index.htm |
| 2022-06-13 | 2022-06-09 | A (Award) | Stock Option (right to buy) | 27,000 | 0.00 | 27,000 | https://www.sec.gov/Archives/edgar/data/1527599/000089924322022177/0000899243-22-022177-index.htm |
Data indicates alignment via equity grants, with 2025 restricted stock award consistent with the equity-only director policy. and SEC links above
Governance Assessment
- Committee leadership and independence: Audit Chair and designated financial expert; member of Nominating & Governance Committee; Board independence affirmed. Positive for board effectiveness.
- Attendance: Directors met ≥75% thresholds; however, only one director attended the 2024 annual meeting, suggesting limited shareholder-facing engagement at that event.
- Compensation structure: Shift in 2025 to equity-only director pay (15,000 RS) with no cash fees enhances alignment but may increase dilution and change-in-control acceleration risk; time-based vesting with no performance metrics.
- Ownership alignment: Beneficial ownership rose from 8,964 (2024) to 23,970 (2025), largely via 2025 restricted stock award; options outstanding are modest.
- Policies: Insider trading policy prohibits short sales, margin/loans using company stock, and hedging; Company adopted clawback policy aligning with SEC/Nasdaq rules.
- Shareholder feedback: 2024 say-on-pay passed (3,337,618 for; 543,326 against; 3,312,692 abstain; 2,440,289 broker non-votes), indicating reasonable investor support for compensation practices.
- Potential red flags: Executive option repricing in Nov 2023 (NEO-focused) reflects compensation flexibility culture; multiple director resignations in 2024–2025 suggest governance turnover; concentrated ownership by Funicular Funds (28.31%) and NEA14 (24.98%) heightens influence dynamics—mitigated by related-party transaction policy and Audit Committee oversight.
Director Compensation (Detail)
| Component | Policy Detail | Current Application |
|---|---|---|
| Annual Retainer | 2025 policy: none (no cash compensation) | Equity-only; 15,000 RS grant |
| Committee Fees | 2025 policy: none | Equity-only |
| Equity | 15,000 restricted stock grant at each annual meeting; vests Dec 15 of grant year; full acceleration pre-CIC; no dividends paid prior to vesting | 2025 Form 4 shows 15,000 RS grant to Shea (see SEC link above) |
| 2024 Program (Superseded) | Cash: $40k retainer; audit chair $15k; audit member $7.5k; comp chair $12k; comp member $5k; nom/gov chair $8k; nom/gov member $4k; science & tech chair $8k; member $4k; Annual option grant 2,000 shares | Shea total cash fees $55,000 in 2024; Board chose to forego 2024 option grants amid restructuring |
Equity Ownership
- As of Oct 31, 2025: 23,970 shares beneficially owned; 15,506 directly held; 8,464 options exercisable within 60 days.
- As of Oct 31, 2024: 8,964 shares beneficially owned; 500 directly held; 8,464 options exercisable within 60 days.
- Pledging/hedging: Prohibited under insider trading policy.
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Advisory Vote on Executive Compensation | 3,337,618 | 543,326 | 3,312,692 | 2,440,289 |
Related Party Transactions & Policies
- Audit Committee reviews and approves related-person transactions per written policy; independence and arm’s length considerations required.
- Indemnification agreements in place for directors and officers.
Risk Indicators & Red Flags
- Board/committee turnover: Multiple resignations in 2024–2025 (Burgess, Kelly-Croswell, Hurter, Heffernan, Leschly). Monitor stability and succession planning.
- Concentrated holders: Funicular Funds 28.31%; NEA14 24.98%. Potential influence over outcomes; balanced by committee oversight and independent chair.
- Limited annual meeting attendance by directors in 2024 (one attendee). Consider engagement practices.
- Equity-only director pay with CIC acceleration: alignment benefit vs. acceleration risk.
Compensation Committee Analysis (Context)
- Compensation Committee engaged independent consultant Alpine Rewards for executive and director pay benchmarking; independence affirmed via SEC/Nasdaq factors.
Employment & Contracts (Director-specific)
- No employment contract applicable; director indemnification and equity plan terms govern director awards and acceleration.
Performance & Track Record
- Board Audit Committee report confirms oversight of financial reporting and auditor independence; Mr. Shea chaired Audit during 2024 reporting cycle.
Governance Summary Implications
- Positives: Strong audit oversight, independence, increased personal equity stake, robust trading/hedging prohibitions and clawback policy.
- Watch items: Governance continuity amid board turnover, concentrated shareholder influence, and change-in-control acceleration on director equity.