Sheldon Sloan
About Sheldon Sloan
Sheldon Sloan, M.D., M.B.E., has served as Chief Medical Officer of Spyre Therapeutics (SYRE) since October 2024, following senior clinical leadership roles at Abivax, Pfizer, Arena Pharmaceuticals, and Johnson & Johnson spanning GI/IBD programs and global launches such as Stelara in Crohn’s and ulcerative colitis . He holds an M.D. from Rush Medical College, a Master of Bioethics from the University of Pennsylvania, and a B.S. from the University of Illinois; he currently serves on advisory boards and committees at Columbia University, Drexel University, and the American Gastroenterological Association . Spyre is a clinical-stage company with no product sales to date and negative EBITDA; the CEO publicly noted $527M cash on the balance sheet and fully funded Phase 2 program readouts into 2027 with a year of cash beyond, contextualizing execution runway for Sloan’s development responsibilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abivax S.A. (Nasdaq: ABVX) | Chief Medical Officer | Mar 2023–Aug 2024 | Led medical strategy for lead Phase 3; lifecycle planning; investor interface; BD support; built Phase 3 medical infrastructure (Clinical Dev, PV, Bioinformatics, Medical Affairs, Clin Pharm) |
| Pfizer, Inc. (NYSE: PFE) | Vice President, Program Lead (etrasimod UC) | Mar 2022–Jan 2023 | Led cross-functional team; oversaw NDA and MM submissions for etrasimod UC |
| Arena Pharmaceuticals, Inc. (acquired by Pfizer) | Vice President, Program Lead (etrasimod GI) | Nov 2019–Mar 2022 | Led UC Phase 3 program team |
| Johnson & Johnson (NYSE: JNJ) | Medical Affairs/R&D/Science Policy leadership | Sep 1997–Oct 2019 | Global Medical Affairs Leader for IBD; led global launch strategy/execution for CD and UC indications of Stelara |
External Roles
| Organization | Role | Years |
|---|---|---|
| Columbia University | Masters of Bioethics Advisory Board | Current |
| Drexel University Dornsife School of Public Health | Dean's Impact, Advancement and Learning Council | Current |
| American Gastroenterological Association | Ethics Committee | Current |
Fixed Compensation
| Component | Details |
|---|---|
| Base Salary | $496,000 as of 12/31/2024 |
| Target Annual Bonus | 40% of base salary (2024 program) |
| Sign-on Bonus | $120,000 (subject to repayment if terminated for cause or resignation without good reason prior to Oct 1, 2025) |
| 401(k) Match | 100% of first 3% + 50% of next 2% of eligible comp; company matching immediately vested |
| All Other Compensation (2024) | $9,760 (includes 401(k) matching) |
Performance Compensation
2024 Annual Bonus Program Structure and Outcomes
| Metric Category | Weight | Key Target | Timing | Actual Attainment | Payout Impact |
|---|---|---|---|---|---|
| Portfolio: Advance Spyre Programs | 60% | Prepare protocols/regulatory filings to enable SPY001/002 FIH; SPY001 FIH data in 2024; Phase 2 UC initiation in 2025; nominate SPY003 dev candidate | Q2–Q4 2024 | 100% achieved; overall program attainment at 120% including stretch | |
| Platform: Strategic Pillars | 25% | Initiate preclinical work to advance combinations; assess precision medicine for IBD; device strategy/partners | Q2–Q4 2024 | 100% achieved; contributes to overall 120% attainment | |
| Corporate: Build Spyre | 15% | IR/Finance/HR/Compliance/Legal/IP plans to support growth | Q1–Q4 2024 | 100% achieved; contributes to overall 120% attainment | |
| Stretch: Portfolio Phase 2 Readiness | +10% | Complete preclinical/regulatory incl. early SPY002 IND | Q3–Q4 2024 | 100% achieved; included in 120% payout | |
| Stretch: Corporate Support | +10% | Validate partnership/collaboration/company investment | Q4 2024 | 100% achieved; included in 120% payout | |
| Individual Bonus Result | — | Target 40% of base | 2024 | Company performance set at 120% of target; Dr. Sloan’s bonus pro-rated based on start date; paid $59,500 |
Long-Term Incentive (Equity)
| Grant | Type | Shares | Strike | Grant Date | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Initial CMO grant | Stock options | 400,000 | $27.46 | 10/1/2024 | 25% on 10/1/2025; remainder in equal monthly installments through 10/1/2028 (continued service) | 10/1/2034 |
Equity Grant Timing Policy
- Grants generally occur outside blackout periods; restrictions around grant timing relative to filings containing MNPI; annual grants within one week of first Compensation Committee meeting; new hires first business day each month. Dr. Sloan did not receive any options during MNPI windows in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 2/19/2025) | 5,968 shares; less than 1% of outstanding shares |
| Composition | Consists of options exercisable for 5,968 shares within 60 days |
| Unvested Awards | 400,000 stock options (initial grant) unexercisable as of 12/31/2024; vesting begins 10/1/2025 then monthly to 10/1/2028 |
| Ownership Guidelines | Not disclosed in proxy |
| Hedging/Pledging | Hedging transactions prohibited under Insider Trading Policy; short-term trading, short sales, and derivative transactions prohibited; pledging not expressly disclosed |
| Clawback | Compensation Recoupment (Clawback) Policy compliant with Nasdaq Rule 5608/Exchange Act Rule 10D-1; 2024 restatement required no recovery under policy |
Employment Terms
| Provision | Non-Change-in-Control | Change-in-Control (Double Trigger) |
|---|---|---|
| Severance Cash | 9 months base salary | 12 months base salary + target annual bonus for year of termination |
| COBRA | Up to 9 months partially subsidized | Up to 12 months fully subsidized |
| Equity | Not accelerated absent CIC | Full acceleration of all equity awards (performance awards at target or actual if determinable) |
| Definitions | “Cause” and “Good Reason” defined, including reporting requirement specific to Sloan (must report to CEO) with standard notice/cure | |
| IP/Restrictive Covenants | Standard employee invention assignment, confidentiality, non-compete, and non-solicitation agreement | |
| Sign-on Bonus Repayment | $120,000 sign-on subject to repayment if terminated for cause or resignation without good reason before 10/1/2025 |
Financial and Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $2,329,000 | $886,000 | n/a (no value reported) |
| EBITDA (USD) | -$83,214,000* | -$116,868,000* | -$207,822,000* |
Values retrieved from S&P Global.*
Context: Spyre is a clinical-stage biotech with no product sales and ongoing operating losses; the company stated it has funded operations via equity and preferred securities and had an accumulated deficit of $1.1B and $486.2M cash, cash equivalents, and marketable securities as of 9/30/2025 .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee met 5 times in 2024; Alpine Rewards, LLC engaged as independent compensation consultant, with independence affirmed and no conflicts; no committee interlocks in prior three years .
- Peer group: U.S.-based preclinical/early clinical biotech with $250M–$2B market cap, tailored to therapeutic focus, approved Oct 2023 and updated Sept 2024 for 2025 compensation decisions; examples include Alpine Immune Sciences, Celldex, Morphic, Kymera, RAPT, and others .
- Equity Grant Timing Policy adopted Dec 2024 to mitigate MNPI timing risk in awards .
Risk Indicators & Red Flags
- Clawback-enforceable recovery for erroneous incentive compensation tied to restatements; 2024 restatement required no recovery as it did not affect incentive-based pay post Oct 2, 2023 .
- Hedging, short sales, and derivatives trading prohibited for insiders; reduces misalignment risk; pledging not explicitly addressed in disclosed policies .
- CIC protection features full acceleration and 12-month cash/benefits; while standard for biotech, this elevates payout sensitivity to corporate events .
Investment Implications
- Strong pay-for-performance linkage on annual incentives: 2024 corporate objectives achieved at 120% including stretch goals, with Sloan’s payout pro-rated; signals high execution on development milestones under his remit .
- Retention risk mitigated near-term by vesting structure: Sloan’s 400,000 option grant cliffs at 25% on 10/1/2025 with monthly vest thereafter to 2028, creating meaningful unvested equity and alignment; strike at $27.46 and 10-year term suggest long-duration incentive .
- Alignment vs ownership: Beneficial ownership is de minimis (5,968 shares, <1%), but large unvested options and hedging prohibitions support alignment; lack of disclosed ownership guidelines or pledging policy is a monitoring point .
- Downside protection and CIC economics: Severance of 9 months base (12 months + target bonus on CIC) and full equity acceleration on double trigger are market-typical for clinical-stage biotech; they reduce personal downside risk but can amplify payout on strategic transactions .
- Execution track record: Prior leadership of pivotal GI programs and global launch experience (Stelara) plus ongoing Phase 2 platform/basket strategies in IBD/rheumatic diseases bolster probability of timely development; funding runway into 2028 supports delivery of readouts underpinning value creation .