Scott Burrows
About Scott Burrows
Scott Burrows, 48, has served as Chief Financial Officer of Spyre Therapeutics (SYRE) since September 1, 2023, and previously held senior finance roles at Arcutis Biotherapeutics (CFO 2021–2023; VP Finance 2019–2021), Shire (head of international investor relations 2018–2019), and Amgen (15 years across FP&A, treasury, and IR); he holds a B.A. and M.B.A. from UCLA and is a licensed CPA (inactive) . During Spyre’s transformation, management highlights value creation from a market cap of under $50 million pre-merger to well over $1.0 billion by the end of 2023 and throughout 2024, underscoring execution against strategic milestones while investors gave 62% say‑on‑pay support in 2024, prompting enhanced outreach and program refinements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcutis Biotherapeutics (ARQT) | Chief Financial Officer | Apr 2021–Aug 2023 | Led IPO, subsequent financings, and transition to commercial-stage company . |
| Arcutis Biotherapeutics (ARQT) | Vice President, Finance | May 2019–Apr 2021 | Built finance infrastructure supporting capital markets and commercialization . |
| Shire plc | Head of International Investor Relations | Mar 2018–May 2019 | Supported investor relations amid Takeda acquisition of Shire . |
| Amgen, Inc. | Multiple roles (FP&A, Treasury, Investor Relations) | ~15 years | Progressive leadership across finance and capital functions . |
| Arthur Andersen | Consultant | Not disclosed | Early-career foundation in finance/consulting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Food Share of Ventura County (non-profit) | Director | Not disclosed | Community engagement and governance experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $154,589 | $475,000 |
| Target Bonus (%) | 40% | 40% |
| Actual Bonus Paid ($) | $175,700 (includes $115,000 sign-on + $60,700 discretionary) | $228,000 (paid at 120% of target) |
| Stock Awards ($) | $2,452,096 | — |
| Option Awards ($) | $4,767,637 | $1,490,566 |
| All Other Compensation ($) | $1,517 | $13,800 |
| Total Compensation ($) | $7,551,539 | $2,207,366 |
| Base Salary as of 12/31 ($) | — | $475,000 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Portfolio: Advance Spyre Programs (SPY001/SPY002 FIH initiations, SPY001 FIH data release in 2024, Phase 2 UC initiation in 2025) | 60% | Deliver protocols, filings, data, and Phase 2 readiness | Achieved 100% | Overall annual bonus paid at 120% of target | Annual cash bonus; 2024 payout $228,000 |
| Platform: Advance Strategic Pillars (combination drug preclinical studies; precision medicine; device strategy) | 25% | Initiate studies and strategy work | Achieved 100% | Contributed to 120% overall payout | Annual cash bonus |
| Corporate: Establish and Resource Spyre as an IBD leader | 15% | Build IR, Finance, HR, Compliance, Legal/IP to support growth | Achieved 100% | Contributed to 120% overall payout | Annual cash bonus |
| Stretch: Portfolio Phase 2 readiness | +10% | Complete preclinical/regulatory activities; early SPY002 IND | Achieved 100% | Included in 120% payout | Annual cash bonus |
| Stretch: Corporate partner/collaboration/investment validation | +10% | Validate partnership/collaboration/investment | Achieved 100% | Included in 120% payout | Annual cash bonus |
Long-Term Incentive Design:
- 2024 annual LTI granted as 100% stock options; Burrows received 70,000 options on Feb 1, 2024 vesting in equal monthly installments over 4 years .
- Equity Grant Timing Policy adopted Dec 2024: options generally granted outside blackout periods; defined MNPI windows and scheduling; 2/1/2024 grant to Burrows at $25.86, grant date fair value $1,490,566, with disclosure of small price movement around MNPI window .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 201,847 shares (<1%); based on 60,275,561 shares outstanding as of Feb 19, 2025 . |
| Breakdown | 15,208 common shares + options exercisable within 60 days for 186,639 shares . |
| Ownership % of SO | <1% . |
| Hedging/Derivatives Policy | Prohibits short-term trading, short sales, options/derivatives, and hedging transactions . |
| Pledging Policy | Not specifically disclosed in proxy; no pledging details provided . |
| ESPP Participation | Employees may enroll in ESPP; purchase dates generally Feb/Aug . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Strike ($) | Expiration | RSUs/Restricted Stock Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| 9/1/2023 | 126,517 | 287,340 | 14.50 | 9/1/2033 | — | — |
| 12/22/2023 | — | — | — | — | 101,214 | 2,356,262 |
| 2/1/2024 | 14,583 | 55,417 | 25.86 | 2/1/2034 | — | — |
Vesting Schedules:
- Options (25% at first anniversary, then monthly to 4 years) for option type (3); options vest monthly over 4 years for type (2) .
- RSUs vest in equal annual installments through fourth anniversary of grant date .
Employment Terms
| Provision | Term |
|---|---|
| Start Date & Role | CFO effective September 1, 2023 . |
| Initial Cash Comp | Base salary $455,000; target bonus 40% . |
| Sign-on Bonus | $115,000; subject to repayment if terminated for cause or resigns without good reason prior to first anniversary (Sept 1, 2024) . |
| 2024 Base Salary Update | Increased to $475,000 based on peer data/consultant recommendations . |
| Equity Grants (new hire) | Options to purchase up to 10,121,441 shares (inducement) vesting 25% at 1-year then monthly; 3,373,814 RSUs vesting annually over 4 years (inducement) . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 12 months base salary, earned but unpaid prior-year bonus, up to 12 months partially subsidized COBRA, and acceleration of time-based awards scheduled to vest in 12 months post-termination (subject to release) . |
| Change-in-Control (double-trigger window) | If involuntary termination within 3 months before or 12 months after a CIC: 18 months base salary, earned but unpaid prior-year bonus, target annual bonus for year of termination, up to 18 months fully subsidized COBRA, and full acceleration of all equity awards (subject to release) . |
| Clawback Policy | Nasdaq 5608/Rule 10D‑1 compliant; restatement-triggered recovery of excess incentive comp over prior 3 fiscal years; 2024 restatement led to no recovery since restated figures did not affect incentive comp received on/after Oct 2, 2023 . |
| Non‑Compete/Non‑Solicit | Standard employee invention assignment, confidentiality, non‑competition, and non‑solicitation agreements for NEOs . |
| Equity Grant Timing Policy | Adopted Dec 2024; grants generally outside blackout periods; defined MNPI windows and annual grant cadence . |
Compensation Committee and Say‑on‑Pay Context
- Independent compensation consultant: Alpine; peer group anchored in pre/early clinical U.S. biopharma with $250mm–$2bn market cap (<100 employees). Peer group established Oct 2023; updated Sept 2024 for 2025 compensation .
- 2024 annual bonus targets: CEO 55%, CMO 40%, CFO 40% .
- 2024 say‑on‑pay approval: ~62%; management engaged top investors and attributed concerns to legacy Aeglea decisions amid 2023 reverse merger; committed to robust, peer‑aligned program going forward .
Performance & Track Record
- CFO signatory on multiple earnings 8‑Ks and releases (Q4’24, Q3’24, Q1’25, Q3’25), evidencing ongoing financial stewardship during pipeline advancement and capital markets activities .
- Company narrative highlights transformation and sustained value creation (market cap < $50mm to > $1.0bn by end‑2023/throughout 2024), reflecting execution on clinical and corporate milestones under the refreshed leadership team including the CFO .
Investment Implications
- Pay‑for‑performance alignment: 2024 annual bonus paid at 120% on full achievement of operational and strategic objectives; 2024 LTI shifted to 100% options vesting monthly over 4 years, tying upside to sustained value creation and retention .
- Retention and selling pressure: Significant unvested options and RSUs with multi‑year vesting reduce near‑term selling pressure; hedging and derivatives are prohibited, though pledging policy is not disclosed—a monitoring point .
- Ownership alignment: Burrows’ beneficial ownership is <1%, driven largely by options; investors may prefer increased outright share ownership over time to enhance “skin‑in‑the‑game” optics .
- Contract economics: Double‑trigger CIC protections (18 months base + target bonus + full acceleration) and non‑CIC severance (12 months base + partial acceleration) provide stability but create potential transaction costs; equity acceleration terms are standard for sector peers .
- Governance and risk: Clawback policy is fully compliant; a 2024 restatement required no recovery. 62% say‑on‑pay indicates mixed support and continued scrutiny of award magnitude and disclosure; engagement and policy enhancements (grant timing policy) are positives .