Jeffrey Albers

About Jeffrey W. Albers

Jeffrey W. Albers (age 53) is the independent Chair of the Board at Spyre Therapeutics (SYRE), serving since November 2023. He brings 25+ years of biopharma leadership, including Chairman and prior CEO/President roles at Blueprint Medicines, and is a Venture Partner at Atlas Venture; he holds a B.S. from Indiana University and an M.B.A. and J.D. from Georgetown University .

Past Roles

External Roles

Board Governance

• Role: Independent Chair of the Board; CEO role is separate; independent directors meet in executive session at every regular board meeting .
• Independence: Board determined Albers is independent under Nasdaq rules; all committee members meet independence standards .
• Committee Assignments and Meetings:
  • Compensation Committee: Chair (5 meetings in 2024)
  • Audit Committee: Member (5 meetings in 2024)
  • Nominating & Corporate Governance Committee: Not a member (2 meetings in 2024)
• Attendance: The Board met 7 times in 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served during their period of service .

Fixed Compensation

• Board cash retainer structure (non-employee directors):
  • Annual Board Retainer: $40,000
  • Board Chair Retainer: $35,000
  • Audit Committee: Chair $20,000; Member $10,000
  • Compensation Committee: Chair $15,000; Member $7,500
  • Nominating Committee: Chair $10,000; Member $5,000

• Actual 2024 cash paid to Albers: $84,354 .

Performance Compensation

• Annual equity for non-employee directors: Option grant with ~$350,000 grant-date value; vest monthly over one year or until next annual meeting .
• 2024 Grants:
  • Annual grant: Option to purchase 11,323 shares on May 14, 2024 (for Albers and other eligible directors) .
  • 2024 option award accounting value for Albers: $353,221 .
• As of Dec 31, 2024, Albers held 61,323 outstanding stock options .

Performance metrics tied to director compensation: None disclosed; director equity is time-based and not tied to TSR/financial targets .

Other Directorships & Interlocks

• Board includes two Fairmount Funds co-founders (Harwin, Kiselak); SYRE has significant agreements with Paragon and Parapyre where Fairmount has influence, but no Albers-specific related-party transactions are reported. Audit Committee reviews related-party transactions under policy; directors with a related interest are recused .

Expertise & Qualifications

• Strategic leadership in precision oncology and rare diseases; commercialization and clinical development; corporate governance at public biopharmas .
• Education: B.S. (Indiana University); M.B.A. and J.D. (Georgetown University) .

Equity Ownership

• Beneficial ownership (as of Feb 19, 2025): 59,961 shares; less than 1% of outstanding .
• Composition:
  • 27,360 common shares held by Sessions LLC (indirect)
  • 32,601 options exercisable within 60 days (vested)
• Total outstanding shares: 60,275,561 (Record Date Apr 4, 2025 for meeting; ownership table uses Feb 19, 2025 snapshot) .

Shares pledged as collateral: Not disclosed. Ownership guidelines: Not disclosed in proxy .

Insider Trades (Form 4)

Notes:

• Reporting name “Albers Jeffrey W.”; type of owner “director” [SEC links above].
• Direct/Indirect codes: Award recorded as direct; sale recorded as indirect (via Sessions LLC) [SEC links above].

Governance Assessment

• Board effectiveness: Albers serves as independent Chair, separating oversight from management; committees met regularly (Audit 5; Compensation 5; Nominating 2 in 2024), with attendance minimum of 75% achieved by all directors, supporting engagement and oversight .
• Compensation oversight: As Compensation Committee Chair, Albers oversees executive/director pay; committee uses independent consultant (Alpine) with no conflicts identified; equity grant timing policy adopted to avoid MNPI timing; clawback policy compliant with Nasdaq 5608 (no recoupment triggered by 2024 restatement) .
• Conflicts/related-party exposure: SYRE’s material relationships with Paragon/Parapyre and Fairmount (two directors are Fairmount co-founders) present structural conflict risks; however, no Albers-specific related-party transactions are disclosed, and the Audit Committee has a related-party policy with recusals for interested directors .
• Risk indicators:
  • 2024 accounting restatement (EPS calculation) and subsequent auditor dismissal (PwC) with appointment of KPMG; PwC noted a material weakness as of Dec 31, 2024; Audit Committee oversight documented; no disagreements per Item 304 .
  • 2024 say-on-pay approval was 62%; management and Compensation Committee undertook investor outreach and program adjustments—signals responsiveness; oversight falls under Albers’ committee leadership .
• Ownership alignment: Albers’ holdings are modest (<1%); equity grants are time-based options; no pledging or hedging by directors is permitted under Insider Trading Policy .

RED FLAGS

• Board/Shareholder friction risk: Prior restatement and auditor change indicate control/environment remediation needs; ongoing monitoring warranted .
• Structural conflicts: Heavy Fairmount influence and Paragon/Parapyre arrangements could create perceived conflicts; continued robust audit and compensation committee independence and recusals are critical mitigants .

Positive Signals

• Independent Chair structure; regular executive sessions; documented committee activity; independence determinations for all committee members .
• Use of independent compensation consultant; clear director pay program; adoption of grant timing policy; clawback policy in place .