Cynthia Smith

About Cynthia Smith

Cynthia Smith (age 56) has served as an independent director of Protara Therapeutics (TARA) since January 2021. She is a biotechnology commercial executive with 20+ years of pharmaceutical industry experience, including senior roles at ZS Pharma (Chief Commercial Officer), Affymax (VP Market Access & Commercial Development), and Merck (Executive Director, Healthcare System & Medicare Strategy; crisis management for the Vioxx recall). She previously served in the White House Office of Management and Budget. Smith holds a BA (UNC Chapel Hill), an MS in public policy (Eagleton Institute, Rutgers), and an MBA (Wharton, UPenn) .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Smith is independent under Nasdaq rules; eight of nine directors (including Smith) are independent .
• Board structure: Independent Chair (Luke Beshar); separation of chair and CEO roles to reinforce independent oversight .
• Committee assignments (FY2024): Chair, Compensation Committee; not a member of Audit, Nominating & Corporate Governance, or Scientific Advisory committees .
• Committee composition: Compensation Committee members are Barry Flannelly, Richard Levy, and Cynthia Smith (Chair); all are independent under Nasdaq Rule 5605(d)(2). Dr. Garceau served through the 2024→2025 compensation cycle and was then replaced by Dr. Levy .
• Meetings/attendance (FY2024): Board met 7x; Compensation Committee 6x. Each director attended at least 75% of the aggregate meetings of the Board and their committees. Independent directors held 5 executive sessions in 2024 .
• Nom/Gov process: Annual board/committee self-assessment (administered by counsel); independence and attendance considered in renomination decisions .

Attendance Snapshot (FY2024)

Fixed Compensation

• 2024 Non-Employee Director Compensation (actual):
  • Cash fees: $52,000
  • Equity grant-date fair value (options): $20,598
  • Total: $72,598
  • No stock awards (RSUs) in 2024 .

• Policy (effective April 1, 2025, cash elements): Annual cash retainer $40,000; additional committee member retainers: Audit $7,500, Compensation $6,000, Nominating & Corporate Governance $5,000, Scientific Advisory $25,000; chair retainers in lieu of member retainer: Audit Chair $15,000, Compensation Chair $12,000, Nominating Chair $9,000, Scientific Advisory Chair $50,000. Annual director compensation capped at $750,000 (or $1,000,000 in the first year of board service) based on accounting grant-date values .

Performance Compensation

• Equity framework for non-employee directors (service-based; no disclosed performance metrics):
  • Initial option grant: 48,000 shares, vests 1/3 at 1-year anniversary then monthly over next 24 months.
  • Annual option grant: 24,000 shares, vests in full on the first anniversary of the grant date.
  • Change in control: All unvested director equity vests upon a “change in control” (single-trigger) .
• 2024 equity awarded to Smith: Options with grant-date fair value of $20,598; no RSUs granted .

No performance metrics or targets are disclosed for director compensation; director equity vests based on continued service rather than performance outcomes .

Other Directorships & Interlocks

• Related-party and conflicts: The proxy discloses a Related Person Transaction Policy and enumerates transactions since Jan 1, 2024. No related-party transactions involving Smith are disclosed (transactions listed are executive employment/separation and standard director/officer indemnification agreements) .

Expertise & Qualifications

• Commercial leadership across IPO/M&A contexts (ZS Pharma IPO and acquisition), market access, Medicare strategy, and crisis management (Vioxx) .
• Policy and governance experience (OMB; multiple public company boards) .
• Education: BA (UNC), MS Public Policy (Rutgers/Eagleton), MBA (Wharton) .
• Board determined independent; committee chair experience (Compensation) .

Equity Ownership

• Beneficial ownership (as of April 16, 2025): 61,750 shares beneficially owned via stock options exercisable within 60 days; percent of class: less than 1% .
• RSUs: None vested-but-unsettled or unvested at 12/31/2024 for Smith (0) .
• Outstanding director options (12/31/2024): 61,750 options for Smith .

• Hedging/pledging: Company policy prohibits short sales, options, hedging, and pledging/margining of company stock by directors; supports alignment with shareholders .

Governance Assessment

• Strengths

  • Independence affirmed; board majority independent and independent chair enhances oversight .
  • Active role as Compensation Committee Chair; committee uses an independent compensation consultant and meets regularly in executive session; CEO excluded from decisions on his pay .
  • Attendance: At least 75% of combined Board/committee meetings; independent directors held 5 executive sessions, indicating robust independent oversight .
  • Clear related-party review policy; no Smith-related transactions disclosed .
  • Anti-hedging and anti-pledging policy reduces misalignment risk .

• Watch items / potential investor considerations

  • Say-on-pay support was 72% in 2024, below many large-cap norms; the company reports outreach and added disclosure on performance goals—relevant given Smith’s role as Compensation Committee Chair .
  • Director equity accelerates upon a change in control (single-trigger), which some investors scrutinize; however, this is common for director awards and limited to service-based equity .
  • Multiple external board commitments (Agios, Spero, Akebia, Tvardi) increase time demands; the Nom/Gov committee reviews attendance and engagement during annual assessments and cited ≥75% attendance for all directors in 2024 .

• Compensation mix context (2024): Approximately 72% cash ($52k) and 28% equity (options fair value $20.6k) for Smith, indicating meaningful but modest equity alignment versus cash retainers. Based on amounts in the 2024 non-employee director compensation table .

Committee Summary (FY2024)

Director Fee Policy (Effective April 1, 2025)