Peter Harwin
About Peter Harwin
Independent director since June 2023; age 39; co-founder and Managing Member of Fairmount Funds Management LLC with prior investment role at Boxer Capital. Holds a B.B.A. from Emory University; core credentials center on life sciences investing and service as chair/director across multiple biotech boards . Tenure on SYRE’s board: ~2 years (appointed June 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Funds Management LLC | Managing Member (co-founder) | April 2016–present | Co-founded healthcare-focused investment firm; extensive portfolio/board oversight |
| Boxer Capital (Tavistock Group) | Investment team member | Prior to 2016 (dates not disclosed) | Biotech investing; sourcing and governance exposure |
External Roles
| Company | Ticker | Role | Tenure/Status |
|---|---|---|---|
| Cogent Biosciences, Inc. | COGT | Chairman of the Board | Current |
| Apogee Therapeutics, Inc. | APGE | Director | Current |
| Oruka Therapeutics, Inc. | ORKA | Director | Current |
| Paragon Therapeutics, Inc. | — (private) | Director | Current |
| Viridian Therapeutics, Inc. | VRDN | Director | Oct 2020–Mar 2025 (former) |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; not on Audit or Compensation .
- Independence: Board determined Harwin is independent under Nasdaq rules .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of meetings of the Board and committees on which they served .
- Years of service: Director since June 2023 .
- Board leadership: Independent Chair (Jeffrey Albers); independent directors meet in executive session at every regular Board meeting .
- Committee activity: 2024 meetings — Audit (5), Compensation (5), Nominating (2) .
Fixed Compensation
| Component | 2024 Details |
|---|---|
| Annual cash director fees | $47,888 |
| Option awards (aggregate grant date fair value) | $353,221 |
| Total 2024 director compensation | $401,109 |
| Program cash retainers (structure) | Board $40,000; Audit Chair $20,000/Audit member $10,000; Compensation Chair $15,000/Comp member $7,500; Nominating Chair $10,000/Nominating member $5,000 |
| 2024 annual option grant | Options to purchase 11,323 shares granted May 14, 2024; vests in equal monthly installments over one year or upon next Annual Meeting |
| Outstanding director options (as of 12/31/24) | 89,323 options |
Mix and alignment: Option awards ($353,221) materially exceeded cash fees ($47,888), indicating equity-heavy director pay aligned with shareholder outcomes .
Performance Compensation
- No performance-based director compensation (no PSU/TSR-linked awards or performance metrics disclosed for directors) .
Other Directorships & Interlocks
| Link | Description | Governance Signal |
|---|---|---|
| Apogee Therapeutics interlock | Harwin serves as APGE director while SYRE director Michael Henderson is APGE CEO/director | Potential information flow/interlock risk; monitor for related party or strategic overlaps |
| Fairmount ecosystem | Harwin is Managing Member of Fairmount; Fairmount holds >5% of SYRE and appointed Paragon’s board; Paragon is SYRE’s R&D partner/licensor | Elevated conflict risk; transactions reviewed under related party policy |
Expertise & Qualifications
- Life sciences capital allocation and portfolio management; experienced board chair/director across clinical-stage biotech .
- Corporate governance experience via multiple public boards; investment, strategy, and financing expertise .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 6,738,278 |
| Ownership (% of outstanding) | 10.77% (based on 60,275,561 shares outstanding as of Feb 19, 2025) |
| Components/notes | Includes 406,038 shares held directly and 88,379 options exercisable within 60 days; footnote indicates Fairmount-related delegation and beneficial ownership disclaimers |
| Outstanding director options | 89,323 (as of 12/31/24) |
| Shares outstanding context | 60,275,561 (Record Date Apr 4, 2025) |
Governance Assessment
-
Strengths:
- Independent director with deep biotech investing/board experience; member of Nominating Committee supporting board composition and ESG oversight .
- Strong ownership alignment via significant beneficial stake and equity-heavy director compensation .
- Board structure provides independent leadership and regular executive sessions, with active committees and defined charters .
-
RED FLAGS / Risk Indicators:
- Related party exposure: Paragon Agreement with Paragon/Parapyre (entities tied to Fairmount) includes quarterly service reimbursements, milestone payments up to ~$22M per program, and issuance of Parapyre warrants (684,407 for 2023 at $21.52 strike; 848,184 for 2024 at $23.28 strike), none exercised as of 12/31/24; ~$0.6M still unpaid at year-end 2024. Fairmount holds >5% of SYRE and >5% of Paragon, appointed Paragon’s board and can approve Paragon’s executives, amplifying potential conflicts; policy requires Audit Committee review/approval .
- Interlocks: Concurrent APGE governance link via Henderson/Harwin; monitor for transactions or shared programs/strategy overlaps .
- Auditor change and prior restatement: PwC dismissed Feb 28, 2025; KPMG appointed. Material weakness in EPS calculation with 2023 restatement noted; no clawback recovery triggered but signals control risk requiring continued oversight .
- Shareholder sentiment: 2024 Say-on-Pay support only ~62%; investor feedback cited inadequate performance goal disclosure/rationale and award magnitude; Compensation Committee engaged Alpine, adjusted program for 2024; continued monitoring warranted .
-
Structural considerations:
- Classified board, supermajority voting, plurality standard, and limits on special meetings/written consents reduce takeover risk but can entrench governance; investors may view as shareholder-unfriendly in some contexts .
Overall signal: Harwin brings valuable sector/investing expertise and substantial ownership alignment, but Fairmount-linked related party structures (Paragon/Parapyre) and interlocks increase conflict risk; robust committee oversight and transparent disclosure of recusals and pricing terms are critical to sustain investor confidence .