Heidy King-Jones
About Heidy King-Jones
Heidy King‑Jones is Chief Legal Officer and Corporate Secretary at Spyre Therapeutics (SYRE), serving since September 2023. She is 42 and holds a J.D. and LL.M in International and Comparative Law from Cornell Law School and a B.A. from Dartmouth College . During her tenure, Spyre highlighted transformation-driven value creation (market cap rising from sub‑$50M at merger close in June 2023 to well over $1.0B by end‑2023 and through 2024) and implemented a pay-for-performance program; company TSR (from a Dec‑2021 $100 base) was $18 in 2023 and $20 in 2024, with net losses of $(338.8)M in 2023 and $(208.0)M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provention Bio, Inc. | Chief Legal Officer & Corporate Secretary | 2020–2023 | Led legal during financings, Tzield approval, transition to commercial stage, and sale to Sanofi (Apr 2023) |
| Axcella Health Inc. | SVP, General Counsel & Corporate Secretary; previously VP, Legal & Corporate Secretary | 2018–2020 | Ran corporate legal function and strategy |
| Sarepta Therapeutics, Inc. | Senior Director, Corporate Law | 2013–2018 | Built compliance program; contracts and legal work for Exondys 51 launch; member of commercial readiness group |
| Ropes & Gray LLP | Securities & Public Companies practice | Early career | Counsel to public/private issuers across pharma, utilities, tech |
Fixed Compensation
| Component | Detail | Period/Date | Amount/Terms |
|---|---|---|---|
| Base salary | Offer letter initial base salary | Effective Sep 1, 2023 | $470,000 per year |
| Target annual bonus | % of base salary | Effective Sep 1, 2023 | 40% |
| Actual bonus paid | Discretionary annual bonus | FY 2023 | $62,700 |
| Equity grant (inducement options) | Nonqualified stock options; exercise price = FMV at grant | As soon as practicable after Sep 1, 2023 | Options for 1.00% of outstanding shares; 4‑year vesting |
Notes: FY‑2024 named executive officers did not include Ms. King‑Jones; her 2024 salary/bonus outcomes are not disclosed in the DEF 14A .
Performance Compensation
Company executive annual bonus program design (applies to executives, including legal leadership). FY‑2024 objectives, weights, and company outcomes:
| Metric Category | Weight | Target Summary | Actual Outcome | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|
| Portfolio: Advance SPY programs | 60% | Protocols/regulatory filings enabling SPY001/002 FIH; SPY001 FIH data release in 2024; Phase 2 UC initiation in 2025 | Achieved (100%) | Company payout determined at 120% of target for NEOs; same design applied company‑wide | Annual cash bonuses paid after year‑end; NEO payments disclosed |
| Platform: Advance strategic pillars | 25% | Initiate preclinical studies; assess precision medicine; delivery device strategy and partners | Achieved (100%) | 120% | See above |
| Corporate: Build Spyre as IBD leader | 15% | IR, Finance, HR, Compliance, Legal, IP maturation | Achieved (100%) | 120% | See above |
| Stretch: Phase 2 readiness | +10% | Early SPY002 IND and Phase 2 UC readiness | Achieved (100%) | Included in 120% factor | See above |
| Stretch: Corporate collaboration/investment | +10% | Validating partnership/collaboration | Achieved (100%) | Included in 120% factor | See above |
Company disclosed FY‑2024 NEO bonuses at 120% of target; Ms. King‑Jones’s individual payout is not disclosed in the DEF 14A .
Equity Ownership & Alignment
- Beneficial ownership: The FY‑2025 proxy lists directors and NEOs individually; Ms. King‑Jones is not itemized in the beneficial ownership table, and her individual share/option counts are not disclosed there .
- 2023 equity awards: Ms. King‑Jones received option awards with grant date fair value of $6,356,857 in FY‑2023 (as disclosed in the registration filings) .
- Inducement options: Equal to 1.00% of outstanding shares at grant; exercise price set at fair market value; 4‑year vesting (offer letter) .
- Hedging/derivatives: Company policy prohibits short‑term trading, short sales, publicly traded options/derivatives, and hedging transactions .
- Pledging: No explicit pledging prohibition disclosed; no pledging by Ms. King‑Jones disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Joined Spyre as Chief Legal Officer & Corporate Secretary in September 2023 |
| Contract & restrictive covenants | Executives are party to standard employee invention assignment, confidentiality, non‑competition, and non‑solicit agreements; company uses offer letters defining pay and equity |
| Severance/change‑in‑control | Company discloses NEO severance and CIC terms (salary, bonus, COBRA, equity acceleration); Ms. King‑Jones’s specific severance economics are not disclosed in the proxy |
| Clawback policy | Nasdaq Rule 10D‑1 compliant recoupment policy for erroneously awarded incentive comp for 3 prior years; 2024 restatement review required no clawback |
Investment Implications
- Compensation alignment: Legal leadership’s bonus target (40%) and transformation‑era equity grants (notably 2023 option award value) align incentives with progress on portfolio, platform, and corporate milestones; FY‑2024 program paid 120% on stretch and core goals, signaling execution against plan .
- Retention and selling pressure: Four‑year option vesting and inducement award sized at 1% of shares create ongoing vesting cadence; absence of disclosed pledging plus hedging prohibitions reduce misalignment risk; lack of individual 2024 holdings disclosure limits precision on near‑term sale pressure .
- Governance risk signals: 2024 say‑on‑pay support was 62%, with shareholder concerns on goal clarity and award magnitudes; management responded with peer‑aligned, all‑options LTI in 2024 and enhanced disclosure. 2024 restatement and auditor change were addressed with a clawback review and governance processes .
- Execution track record: Prior roles at Provention (Tzield approval, M&A) and Sarepta (Exondys 51 launch readiness) indicate strong regulatory/commercial readiness experience, supportive of Spyre’s pipeline advancement cadence .