Tomas Kiselak
About Tomas Kiselak
Tomas Kiselak, age 38 as of April 14, 2025, has served as a Class II director of Spyre Therapeutics (SYRE) since June 2023; he is independent under Nasdaq listing rules. He is a Managing Member at Fairmount Funds Management LLC, which he co-founded in April 2016, and previously was a managing director at RA Capital Management; he holds a B.S. in neuroscience and economics from Amherst College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, LLC | Managing Director | Prior to Fairmount (dates not disclosed) | Healthcare and life science investment leadership |
| Fairmount Funds Management LLC | Co-founder; Managing Member | April 2016–present | Portfolio management and governance of healthcare fund |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viridian Therapeutics, Inc. (VRDN) | Chairman of the Board | Current | Board leadership and oversight |
| Apogee Therapeutics, Inc. (APGE) | Director | Current | Board service; committee roles not disclosed |
| Zenas BioPharma, Inc. (ZBIO) | Director | Current | Board service; committee roles not disclosed |
| Dianthus Therapeutics, Inc. (DNTH) | Director | Sep 2023–Mar 2025 | Board service; departed Mar 2025 |
Board Governance
- Independence and Structure: Kiselak is independent; SYRE’s Chair is independent (Jeffrey Albers), and independent directors hold executive sessions at every regular Board meeting .
- Classification and Term: Class II director; term expires at the 2027 Annual Meeting of Stockholders .
- Committee Assignments: Member, Compensation Committee; not on Audit or Nominating; no chair roles .
- Attendance: Board met seven times in 2024; every director attended at least 75% of Board and committee meetings during their service period .
- Committee Activity: 2024 meetings—Audit (5), Compensation (5), Nominating (2) .
- Compensation Committee Practices: The committee engaged Alpine Rewards, LLC in 2024 and determined Alpine’s work did not raise conflicts of interest .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Cash Retainer | $40,000 | Non-employee director program |
| Board Chair Retainer | $35,000 | For independent Chair (not applicable to Kiselak) |
| Audit Committee—Chair | $20,000 | Not applicable to Kiselak |
| Audit Committee—Member | $10,000 | Not applicable to Kiselak |
| Compensation Committee—Chair | $15,000 | Not applicable to Kiselak |
| Compensation Committee—Member | $7,500 | Applicable to Kiselak |
| Nominating Committee—Chair | $10,000 | Not applicable to Kiselak |
| Nominating Committee—Member | $5,000 | Not applicable to Kiselak |
| 2024 Cash Fees (Kiselak) | $47,500 | As reported for 2024 |
Performance Compensation
- Annual Option Grants: Non-employee directors serving as of the Annual Meeting receive annual stock options with ~$350,000 grant date value; vest monthly over one year or until the next Annual Meeting .
- 2024 Grant Details: On May 14, 2024, Kiselak received options to purchase 11,323 shares under the annual grant program .
- 2024 Option Award Value: $353,221 (grant-date fair value as per ASC 718) .
- Outstanding Options (Dec 31, 2024): 89,323 options outstanding .
| Performance Metric Framework (Directors) | Disclosed? | Details |
|---|---|---|
| Equity award type | Yes | Stock options; time-based vesting in equal monthly installments |
| Performance-based metrics (TSR, revenue/EBITDA, ESG) | No | No director performance metrics disclosed; equity awards are time-based |
| Grant timing controls | Yes | Grants generally outside blackout periods per Equity Grant Timing Policy (committee policy) |
Other Directorships & Interlocks
- Interlocks: Proxy states no Compensation Committee interlocks involving SYRE executive officers and other companies’ boards/comp committees in the past year .
- Independent Consultant: Alpine Rewards engaged for compensation advice; independence affirmed; no conflicts .
- Time Commitments Policy: Directors ordinarily may not serve on more than five public company boards; CEO and public company executive directors may not serve on more than three; Nominating Committee reviews adherence annually .
Expertise & Qualifications
- Background: Fund manager specializing in life sciences and advisor to biotechnology companies .
- Board Qualifications: Portfolio management and biotech industry advisory experience cited as reasons for Board service .
- Governance Exposure: Service on multiple public biotech boards provides oversight and industry insight .
Equity Ownership
| Holder | Shares Beneficially Owned (No.) | % of Outstanding | Notes |
|---|---|---|---|
| Tomas Kiselak | 6,738,278 | 10.77% | Includes deemed beneficial ownership related to Fairmount entities per footnotes |
| Personal shares | 406,038 | — | Footnote detail of personal holdings |
| Options exercisable within 60 days | 88,379 | — | Included in beneficial ownership calculation |
| Fairmount Healthcare Fund II L.P. | 6,243,861 | 9.99% | Subject to 9.99% beneficial ownership limitation; voting/investment delegation to Fairmount |
- Related-Party Notes: As managing members of Fairmount GP, Peter Harwin and Tomas Kiselak may be deemed to have voting/investment power over Fund II’s shares; both disclaim beneficial ownership except to extent of any pecuniary interest .
- Pledging/Hedging: Insider trading policy prohibits hedging transactions by directors; short sales and derivative trading also prohibited .
Governance Assessment
-
Positives
- Independent director with relevant biotech investing and board experience; aligned with SYRE’s governance emphasis on independent oversight and executive sessions .
- High equity-based compensation mix (2024: $47,500 cash vs $353,221 options), reinforcing alignment with shareholder outcomes; options vest monthly and annual grants are policy-controlled for timing .
- Board/committee attendance threshold met across all directors; structured committee oversight with independent Chair on Board and financial expert on Audit Committee .
-
Watch Items / RED FLAGS
- Significant deemed beneficial ownership via Fairmount structures (10.77% for Kiselak) alongside service on SYRE’s Compensation Committee increases perceived conflict risk; mitigated by related-party transaction policy and independence determinations, but requires ongoing scrutiny .
- April 2024 Exchange Agreement with Fund II (related party) converting preferred to common “for no consideration” underscores related-party exposure; Audit Committee policy governs review/approval, but transaction optics warrant monitoring .
- Multiple external public boards (VRDN, APGE, ZBIO) create time-commitment considerations; within SYRE’s policy limits, but Nominating Committee should continue annual review for adherence and effectiveness .
-
Additional Governance Context
- SYRE maintains a clawback policy aligned with Nasdaq Rule 5608; 2024 restatement did not trigger recovery, indicating policy oversight in place (applies to covered executives, not directors) .
- Corporate Governance Guidelines and classified board with supermajority provisions aim for stability; independent Chair promotes separation of oversight and management .
Citations: All facts, numbers, and statements are drawn from Spyre Therapeutics’ DEF 14A filed April 14, 2025: **[1636282_0001636282-25-000038_syre-20250414.htm:6]** **[1636282_0001636282-25-000038_syre-20250414.htm:9]** **[1636282_0001636282-25-000038_syre-20250414.htm:15]** **[1636282_0001636282-25-000038_syre-20250414.htm:16]** **[1636282_0001636282-25-000038_syre-20250414.htm:17]** **[1636282_0001636282-25-000038_syre-20250414.htm:18]** **[1636282_0001636282-25-000038_syre-20250414.htm:19]** **[1636282_0001636282-25-000038_syre-20250414.htm:20]** **[1636282_0001636282-25-000038_syre-20250414.htm:21]** **[1636282_0001636282-25-000038_syre-20250414.htm:22]** **[1636282_0001636282-25-000038_syre-20250414.htm:23]** **[1636282_0001636282-25-000038_syre-20250414.htm:24]** **[1636282_0001636282-25-000038_syre-20250414.htm:25]** **[1636282_0001636282-25-000038_syre-20250414.htm:39]** **[1636282_0001636282-25-000038_syre-20250414.htm:40]** **[1636282_0001636282-25-000038_syre-20250414.htm:42]** **[1636282_0001636282-25-000038_syre-20250414.htm:46]**.