Mark McKenna
About Mark McKenna
Mark McKenna (age 45) has served on Spyre Therapeutics’ Board since February 2024. He is the founder, Chairman, and Chief Executive Officer of Mirador Therapeutics (since March 2024), and previously served as President/CEO and Chairman of Prometheus Biosciences until its sale to Merck in June 2023. He holds a B.S. in Marketing from Arizona State University and an M.B.A. from Azusa Pacific University; he was Ernst & Young’s Entrepreneur of the Year in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prometheus Biosciences | President & CEO; Chairman | Sep 2019–Jun 2023; Chairman Aug 2021–Jun 2023 | Led strategy and operations; company acquired by Merck in June 2023 |
| Salix Pharmaceuticals (Bausch Health subsidiary) | President | Mar 2016–Aug 2019 | Executive leadership in GI pharmaceuticals |
| Bausch + Lomb (Bausch Health division) | SVP & GM, U.S. Vision Care | >10 years, latest role before 2016 | Led U.S. vision care operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mirador Therapeutics | Founder, Chairman & CEO | Since Mar 2024 | Biotech founder/operator |
| Apogee Therapeutics (Nasdaq: APGE) | Chairman of the Board | Since Aug 2023 | Public company board chair |
| New Amsterdam Pharma (Nasdaq: NAMS) | Director | Since Jul 2024 | Public company director |
| Arch Venture Partners | Venture Partner | Since Feb 2024 | Investment role |
| Fairmount Funds Management LLC | Senior Advisor | Since Oct 2023 | Advisory role to a >5% SYRE holder with two SYRE board seats |
Board Governance
| Item | Detail |
|---|---|
| Board Class/Service | Class I Director; on Board since Feb 2024 |
| Committee Memberships | Not on Audit, Compensation, or Nominating committees |
| Independence | Not independent due to a consulting arrangement with the Company |
| Board Leadership | Independent Chair: Jeffrey W. Albers; CEO: Cameron Turtle. Independent directors hold executive sessions at every regular Board meeting |
| Attendance | Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings during their service period |
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Annual Board Cash Retainer | $40,000 |
| Board Chair Retainer | $35,000 (not applicable to McKenna) |
| Committee Cash Retainers | Audit: Chair $20,000; Member $10,000. Compensation: Chair $15,000; Member $7,500. Nominating: Chair $10,000; Member $5,000 |
| Meeting Fees | None disclosed; reasonable travel reimbursed |
| Director (2024) | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Mark McKenna | 36,593 | 838,124 | 874,717 |
Notes:
- Initial director option grant: 40,000 shares on Feb 1, 2024; vests monthly over three years .
- McKenna was not eligible for May 2024 annual grant due to <6 months tenure threshold .
- Equity constituted ~96% of his 2024 director compensation (derived from table above) .
Performance Compensation
| Element | Detail |
|---|---|
| Performance Metrics | None disclosed for director compensation; non-employee directors receive time-based stock options (monthly vesting) rather than performance-based equity |
| Director Equity Grants | Initial grant (40,000 shares; Feb 1, 2024); Annual grant program valued at ~$350,000 for eligible directors (McKenna not eligible in 2024 due to tenure threshold) |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| Apogee Therapeutics (APGE) | Chairman | SYRE directors Peter Harwin and Tomas Kiselak also serve on APGE’s board, creating a multi-director interlock across SYRE and APGE |
| Fairmount Funds | Senior Advisor | Fairmount is a >5% SYRE holder with two SYRE board seats and governance rights at Paragon; McKenna’s advisory role represents a potential perceived conflict channel |
Expertise & Qualifications
- Executive track record in biopharma leadership, company-building, and commercialization (Prometheus, Salix, Bausch + Lomb) .
- Education: B.S. (Arizona State University); M.B.A. (Azusa Pacific University) .
- Recognition: EY Entrepreneur of the Year (2023) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (Feb 19, 2025) | 174,555 shares (options exercisable within 60 days); <1% of shares outstanding |
| Outstanding Options (Dec 31, 2024) | 517,000 options held as of year-end |
| Pledged/Hedged Shares | Insider policy prohibits short sales, derivatives, and hedging; no pledging disclosed |
Employment & Contracts
| Agreement | Key Terms |
|---|---|
| Consulting Agreement (Nov 2023–Feb 2024) | Senior advisor to management; granted options to purchase up to 477,000 shares at $10.39, vesting over four years; effective until Board appointment in Feb 2024 |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Committee Members | Chair: Jeffrey W. Albers; Members: Tomas Kiselak, Sandra Milligan |
| Independence | All committee members independent under Nasdaq and Exchange Act rules |
| Consultant | Alpine Rewards LLC engaged; committee determined no conflicts of interest |
Governance Assessment
- Independence: McKenna is not independent due to a direct consulting arrangement with the Company prior to his Board appointment, a notable governance consideration for investor alignment .
- Interlocks/Related Parties: Senior Advisor to Fairmount (a >5% holder with two SYRE board seats and Paragon governance rights) plus multi-director overlap with Apogee increases perceived conflict channels; Audit Committee oversees related-party transactions under a formal policy .
- Director Compensation Structure: High equity weighting (~96% of 2024 total) aligns incentives with shareholder outcomes; grants are time-based (no disclosed performance conditions) .
- Attendance/Engagement: Board met 7 times in 2024 with ≥75% attendance by all directors; the Company conducted investor outreach following a 62% Say‑on‑Pay approval in 2024 to address concerns on performance goals and award magnitude .
- RED FLAGS: Non-independence; advisory ties to a significant shareholder; legacy restatement and material weakness in 2024 regarding EPS calculation (two-class method), though clawback review found no recoveries required under policy .