Michael Henderson
About Michael Henderson
Michael Henderson, M.D. (age 35), is an independent Class III director of Spyre Therapeutics (SYRE) and has served on the Board since June 2023; he brings drug development and commercial strategy experience, including leadership roles culminating in two FDA approvals to date . He holds a B.A. in Global Health from Harvard University and an M.D. from Stanford University; he is also CEO of Apogee Therapeutics (Nasdaq: APGE) since September 2022 and joined its board in June 2023 . Henderson is designated independent under Nasdaq standards and serves on SYRE’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BridgeBio Pharma, Inc. (BBIO) | Chief Business Officer; previously SVP, VP for Asset Acquisition, Strategy & Operations | Jan 2020–Sep 2022; prior BridgeBio roles from Apr 2016 | Led strategy, BD, operations; oversight of multiple programs and portfolio creation |
| McKinsey & Company | Consultant | Jan 2015–Apr 2016 | Pharma and med device strategy engagements |
| PellePharm, Inc. | Co-founder | Aug 2011 | Early-stage biotech formation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apogee Therapeutics, Inc. (Nasdaq: APGE) | Chief Executive Officer; Director | CEO since Sep 2022; Director since Jun 2023 | Experienced biotech leader; portfolio creation and development programs |
| ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD) | Director | Feb 2021–Aug 2024 | SPAC board experience (healthcare focus) |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committees | Audit Committee member; Audit Committee met 5 times in 2024; Committee chaired by Laurie Stelzer (financial expert) |
| Board Leadership | Independent Chair: Jeffrey W. Albers; CEO role separated (Cameron Turtle) |
| Attendance | Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings |
| Executive Sessions | Independent directors meet in executive session at every regular Board meeting |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Standard non-employee director retainer |
| Committee Fees (Audit) | $10,000 (member) | Audit member retainer (Chair: $20,000) |
| 2024 Cash Paid to Henderson | $50,000 | Fees earned or paid in cash |
Performance Compensation
| Grant | Grant Date | Instrument | Shares/Units | Fair Value ($) | Strike/Exercise ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|---|
| Annual Director Option | May 14, 2024 | Stock Option | 11,323 | 353,221 | 39.29 | Equal monthly over ~1 year or until next Annual Meeting | 2034-05-14 |
| Annual Program Terms | As of 2025 Meeting | Stock Option | Value approx. $350,000 | — | — | Monthly over one year or until next Annual Meeting | — |
| 2025 Director Option | May 29, 2025 | Stock Option | 25,000 | — | 15.55 | — | — |
Notes: 2024 non-employee director options for continuing directors were 11,323 shares each (including Henderson). New director initial grants post-5/9/2024 target ~$700,000 value; annual director grants target ~$350,000 value thereafter . The 2025 Form 4 shows a 25,000-share option at $15.55 exercise price for Henderson .
Other Directorships & Interlocks
| Company | Henderson Role | Related SYRE Director Interlocks | Potential Conflict Note |
|---|---|---|---|
| Apogee Therapeutics (APGE) | CEO; Director | Peter Harwin (SYRE director) also APGE director; Tomas Kiselak (SYRE director) also APGE director | Board-level network overlap could create information-flow considerations; monitor any transactions or collaborations between SYRE and APGE (none disclosed) |
Expertise & Qualifications
- Drug development leadership with oversight of multiple programs and two FDA approvals to date .
- Strategy, business development and commercial planning experience (BridgeBio; McKinsey) .
- Medical training (M.D., Stanford) and global health background (B.A., Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Michael Henderson | 193,758 | <1% | 105,379 common; 88,379 options exercisable within 60 days |
| Outstanding Options (as of 12/31/2024) | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Aggregate options | 89,323 | — | — | — |
Pledging/Hedging: Company insider trading policy prohibits short sales, derivatives, and hedging; no specific pledging disclosures for Henderson were noted .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-06-02 | 2025-05-29 | A (Award) | Stock Option (Right to Buy) | 25,000 | 15.55 | — | https://www.sec.gov/Archives/edgar/data/1636282/000163628225000065/0001636282-25-000065-index.htm |
| 2025-01-14 | 2025-01-10 | J (Other) | Common Stock | 105,379 | 0.00 | 105,379 | https://www.sec.gov/Archives/edgar/data/1636282/000163628225000002/0001636282-25-000002-index.htm |
| 2024-05-16 | 2024-05-14 | A (Award) | Stock Option (Right to Buy) | 11,323 | 39.29 | — | https://www.sec.gov/Archives/edgar/data/1636282/000095017024061080/0000950170-24-061080-index.htm |
Governance Assessment
- Board Role and Independence: Henderson is independent and serves on the Audit Committee alongside an experienced financial expert chair; this supports oversight credibility .
- Attendance and Engagement: Board met 7 times in 2024; directors met attendance expectations (≥75%); Audit met 5 times—appropriate cadence for a pre-revenue biotech with material governance transitions .
- Compensation Alignment: Director pay is conventional for biotech—cash retainers plus options; Henderson’s 2024 mix was ~$50k cash and ~$353k in option fair value, indicating alignment via equity at-risk .
- Related Party and Interlocks: SYRE has significant relationships with Fairmount, Paragon, and Parapyre; although none are tied to Henderson personally, the presence of Fairmount-affiliated directors and overlapping board seats at Apogee (Harwin, Kiselak) warrants monitoring for potential conflicts or information asymmetries. Audit Committee oversight and the related-party policy mitigate risks, but continued scrutiny is prudent .
- Risk Indicators:
- Material Weakness and Restatement: Company disclosed a 2024 material weakness and restatement related to EPS treatment; Audit Committee (including Henderson) oversaw auditor transition from PwC to KPMG. This is a governance sensitivity to track for remediation progress .
- Say-on-Pay: 62% approval in 2024 indicates investor concern around executive pay disclosure and rationale (not director pay), a broader governance signal for the Board to address via enhanced transparency; Compensation Committee engaged with investors post-vote .
- RED FLAGS:
- Complex related-party ecosystem (Fairmount, Paragon/Parapyre) with milestone and warrant arrangements; requires vigilant Audit/Nominating oversight to ensure arm’s-length terms .
- Prior restatement and material weakness elevate financial reporting risk; Henderson’s Audit Committee role is central to ensuring effective remediation and auditor oversight .
- Positive Signals:
- Independent Chair and regular executive sessions bolster independent oversight .
- Clear director compensation program and use of equity options promote alignment without meeting fees (avoids per-meeting incentives) .
Overall: Henderson adds relevant operating and development expertise and is structurally independent. His Audit Committee service is consequential given SYRE’s recent restatement and complex related-party arrangements. Equity-heavy director compensation and modest cash retainers support alignment; interlocks at Apogee with Fairmount-linked directors should be monitored for potential conflicts, with current disclosures and policies providing baseline mitigants .