Laurie Stelzer
About Laurie Stelzer
Laurie Stelzer (age 57) is an independent Class I director at Spyre Therapeutics (SYRE), serving since November 2023. She is Chair of the Audit Committee, a member of the Nominating and Corporate Governance Committee, and has been designated an “audit committee financial expert.” She holds a B.S. in Accounting from Arizona State University and an M.B.A. from UCLA Anderson. In January 2025, she became CFO of Kailera Therapeutics; prior CFO roles include Orna Therapeutics, ReNAgade Therapeutics, Mirati Therapeutics, Arena Pharmaceuticals, and Halozyme; earlier senior finance roles at Shire and 15 years at Amgen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kailera Therapeutics, Inc. | Chief Financial Officer | Jan 2025 – present | Finance leadership in obesity-focused biotech |
| Orna Therapeutics, Inc. | Chief Financial Officer | May 2024 – Jan 2025 | Built finance function in RNA therapeutics |
| ReNAgade Therapeutics, Inc. | Chief Financial Officer | Sep 2023 – May 2024 | CFO across RNA therapeutics platform |
| Mirati Therapeutics, Inc. (Nasdaq: MRTX) | Chief Financial Officer | May 2022 – Sep 2023 | Commercial-stage oncology finance leadership |
| Arena Pharmaceuticals, Inc. (acq. by Pfizer) | EVP & CFO | Mar 2020 – Mar 2022 | Led finance through sale to Pfizer |
| Halozyme Therapeutics, Inc. (Nasdaq: HALO) | Chief Financial Officer | Jun 2015 – Mar 2020 | Led Finance, IT, BD, PMO, Site Ops |
| Shire Plc (acq. by Takeda) | Senior finance roles incl. Divisional CFO, Head IR | Prior to Halozyme | Senior finance, IR leadership |
| Amgen, Inc. (Nasdaq: AMGN) | Various roles (Finance, Treasury, Accounting, Int’l/Emerging Mkts) | 15 years | Progressive finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sionna Therapeutics (Nasdaq: SION) | Director | 2024 – present | Clinical-stage cystic fibrosis company |
| PMV Pharmaceuticals, Inc. (Nasdaq: PMVP) | Director | 2020 – present | Precision oncology company |
| Surface Oncology, Inc. (Nasdaq: SURF) | Director | 2018 – Sep 2023 | Company acquired by Coherus in Sep 2023 |
| Longboard Pharmaceuticals | Director | 2020 – 2021 | Clinical-stage neurology company |
Board Governance
- Independence: The Board determined Ms. Stelzer is independent under Nasdaq rules; all Audit, Compensation, and Nominating committee members meet applicable independence requirements .
- Committee assignments (2024): Audit Chair; Nominating member. Committee meetings in 2024: Audit (5), Compensation (5), Nominating (2) .
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Leadership: Independent Chair (Jeffrey Albers); independent directors meet in executive session at every regular meeting .
- Risk oversight: Audit oversees financial reporting, compliance, IT/cybersecurity; Compensation oversees compensation and HCM risk; Nominating oversees governance and ESG .
Fixed Compensation (Director)
| Component | Policy | Amount |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | $40,000 |
| Audit Committee Chair (cash) | $20,000 | $20,000 |
| Nominating & Corporate Governance member (cash) | $5,000 | $5,000 |
| Total fees earned (2024) | — | $65,000 (matches program) |
- Director cash compensation is per a standardized program informed by Alpine Rewards (independent consultant) .
- Compensation Committee engaged Alpine and found no consultant conflicts of interest .
Performance Compensation (Director)
| Instrument | Grant date | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual stock options | May 14, 2024 | 11,323 options | Vest monthly over 1 year or earlier at next AGM | Each non-employee director serving at the 2025 AGM to receive annual grant (~$350k grant-date value) |
| 2024 option awards (aggregate fair value) | 2024 | $353,221 | — | Reported in 2024 director comp table |
- Initial grants: New directors prior to May 9, 2024 generally received an initial option grant; the proxy specifies the program and examples but does not individually enumerate an initial grant for Ms. Stelzer—her outstanding option count is disclosed (see Equity Ownership) .
- No performance metrics tied to director compensation were disclosed; director equity consists of time-vested options, not PSUs/TSR-linked awards .
Other Directorships & Interlocks
| Entity | Relationship to SYRE | Potential Interlock Risk |
|---|---|---|
| Sionna (SION); PMV (PMVP) | Ms. Stelzer serves as outside director | No disclosed customer/supplier/strategic ties to SYRE; no related-party transactions disclosed involving Ms. Stelzer – |
| Fairmount Funds / Paragon / Parapyre | Not affiliated with Ms. Stelzer | Related-party relationships involve other directors (Harwin, Kiselak) and Paragon/Parapyre; oversight via Audit Committee and related-party policy – |
Expertise & Qualifications
- Designated “audit committee financial expert”; all Audit members financially literate under Nasdaq rules .
- Deep biopharma finance and capital markets experience across commercial and R&D-stage companies (Amgen, Shire, Halozyme, Arena, Mirati; RNA-focused platforms) .
- Education: B.S. Accounting (Arizona State University); M.B.A. (UCLA Anderson) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Feb 19, 2025) | 32,601 shares (options exercisable within 60 days); <1% of outstanding |
| Outstanding stock options (as of Dec 31, 2024) | 61,323 options outstanding |
| Pledged shares | Not disclosed |
| Hedging/short sales policy | Company prohibits short-term trading, short sales, transactions in publicly traded options, and hedging transactions for directors/officers/employees |
Governance Assessment
- Strengths
- Independent director with strong finance pedigree; Audit Committee Chair and SEC-defined financial expert—supports robust oversight of financial reporting and controls .
- Active engagement: committee structure functioning (Audit met 5x in 2024); Board maintained independent Chair and regular executive sessions .
- Director pay structure balances modest cash retainers with at-risk equity (time-vested options), aligning with shareholder interests without complex performance metric gaming .
- Related-party transaction policy in place with Audit Committee review and director recusal where applicable .
- Watch items / potential red flags
- 2024 material weakness and restatement related to EPS two-class method; PwC dismissal and KPMG appointment in Feb 2025. Audit Committee (chaired by Stelzer) will be pivotal to remediating controls and restoring confidence. No auditor disagreements reported; clawback review found no recovery required under the policy .
- Say-on-Pay support at 2024 AGM was ~62%, reflecting investor concern on executive pay; while not about director pay, it signals broader governance scrutiny that the Board (including Audit/Nominating) should continue addressing via disclosure and alignment .
- Time commitments: She holds CFO role at Kailera and two public company directorships; within SYRE Board guidelines (limit of five public boards; higher limits apply to public-company executives), but continued monitoring of attendance and engagement remains prudent. All directors met 75%+ attendance in 2024 .
Compensation Committee Analysis (Context)
- Composition (2024): Chair Jeffrey Albers; members Sandra Milligan and Tomas Kiselak; all independent per Nasdaq and Exchange Act rules .
- Consultant: Alpine Rewards engaged; Committee determined no conflicts of interest .
Related Party Transactions (Context)
- Fairmount/Paragon/Parapyre relationships involve other directors; milestones and warrants under Paragon agreements detailed; Ms. Stelzer not identified in any related-party transaction –.
Director Compensation Summary (2024)
| Metric | Amount |
|---|---|
| Cash fees earned | $65,000 |
| Option awards (grant-date fair value) | $353,221 |
| Total | $418,221 |
Board Committee Service Snapshot (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Chair | 5 |
| Nominating & Corporate Governance | Member | 2 |
Attendance & Independence
- Attendance: At least 75% of Board/committee meetings for all directors in 2024 .
- Independence: Independent under Nasdaq; all committee independence criteria met .
Change-of-Control/Clawback (Context)
- Company-wide clawback policy compliant with Nasdaq Listing Standard 5608; 2024 restatement did not trigger recovery under policy .
No disclosures indicated any hedging or pledging by Ms. Stelzer, tax gross-ups, loans, or other personal related-party transactions.
No director stock ownership guidelines were disclosed for non-employee directors in the proxy. If instituted later, compliance status was not disclosed in this filing.