Phillip Donenberg
About Phillip B. Donenberg
Phillip B. Donenberg (age 64) is an independent Class III director of Tectonic Therapeutic, Inc. (TECX) since June 2024 and serves as Chair of the Audit Committee; he is designated by the Board as an “audit committee financial expert.” He is a Certified Public Accountant with a B.S. in Accountancy from the University of Illinois and brings prior public-company CFO and audit chair experience in biotech and gene therapy. He previously served on AVROBIO’s board and as its Audit Committee Chair (2018–2024) prior to its reverse merger with Tectonic in June 2024, and he currently chairs the audit committee of Taysha Gene Therapies, Inc. (since August 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jaguar Gene Therapy, LLC | Senior Vice President & Chief Financial Officer | Feb 2020 – Mar 2023 | Early-stage gene therapy finance leadership; private company CFO experience |
| Assertio Therapeutics, Inc. | Chief Financial Officer & Senior Vice President | Jul 2018 – Nov 2018 | Public pharma CFO; transition experience |
| AveXis, Inc. | Senior Vice President & Chief Financial Officer; previously VP, Corporate Controller | CFO: 2017 – Jun 2018; Controller: 2016 – 2017 | Public gene therapy CFO; controller-to-CFO progression |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Taysha Gene Therapies, Inc. | Director; Audit Committee Chair | Since Aug 2020 | Public gene therapy; audit oversight |
| AVROBIO, Inc. (pre-merger) | Director; Audit Committee Chair | Jun 2018 – Jun 2024 | Public gene therapy; audit leadership until reverse merger with Tectonic |
Board Governance
- Committee assignments: Audit Committee Chair (members: Donenberg [Chair], Terrance McGuire, Stefan Vitorovic); Compensation Committee (Chair: Praveen Tipirneni; member: Stefan Vitorovic); Nominating & Corporate Governance (Chair: Timothy A. Springer; member: Terrance McGuire) .
- Independence: The Board affirmatively determined Donenberg is independent under Nasdaq/SEC standards; he meets the heightened independence requirements for the Audit and Compensation Committees and is designated an “audit committee financial expert” .
- Attendance: Post-merger in 2024, the Board met 4 times; Audit 3; Compensation 4; Nominating & Governance 0. No director attended fewer than 75% of combined Board and committee meetings .
- Board leadership: TECX separates Chair and CEO; independent non-executive Chair is Terrance McGuire .
- Risk oversight scope of Audit Committee (as chaired by Donenberg): accounting/financial reporting, internal controls, auditor oversight, cybersecurity, tax and liquidity risk .
Fixed Compensation
| Item | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (actual) | $27,500 | FY2024 non-employee director cash fees (pro-rated, post-merger) |
| Director Annual Cash Retainer (policy) | $40,000/year | Post-merger policy baseline retainer |
| Audit Committee Chair Fee (policy) | $15,000/year | Additional to retainer for Audit Chair |
Under the post-merger Non‑Employee Director Compensation Policy, cash is paid quarterly in arrears and committee chair/member fees are additive; the non-executive Chair receives $70,000 in lieu of the $40,000 director retainer .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options (Director initial grant) | Jun 20, 2024 | 11,760 options | $16.80 | $162,326 | 1/3 vests on Jun 20, 2025; remaining 2/3 vests in equal monthly installments over next 24 months, subject to service |
- Change-in-control: All outstanding director equity awards vest in full upon a change in control, subject to continuous service until immediately prior to closing .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Taysha Gene Therapies, Inc. | Concurrent directorship; Audit Chair | Same broader therapeutic area (gene therapy) but no related-party transactions disclosed with TECX |
| AVROBIO, Inc. (pre-merger) | Prior directorship; Audit Chair | Historical; AVROBIO merged into TECX in Jun 2024 |
Expertise & Qualifications
- CPA; B.S. in Accountancy (University of Illinois); extensive CFO and controller background in public biotech/gene therapy; designated “audit committee financial expert” by TECX’s Board .
- Proven audit leadership across multiple public companies; experience overseeing external auditor engagement, financial reporting integrity, internal controls, and cybersecurity risk oversight at TECX .
Equity Ownership
| Ownership Detail | Amount | Date/Notes |
|---|---|---|
| Total Beneficial Ownership (shares + options) | 9,538 | As of Feb 28, 2025; <1% of outstanding |
| Common Shares Owned | 166 | As of Feb 28, 2025 |
| Options Exercisable within 60 Days | 9,372 | As of Feb 28, 2025 |
| Options Outstanding at 12/31/2024 | 21,132 | FY2024 year-end outstanding options |
| Hedging/Pledging | Prohibited | Insider Trading Policy bars derivatives/hedging and margin accounts |
Governance Assessment
- Strengths: Independent director; chairs Audit; designated audit committee financial expert; robust attendance; clear remit over financial reporting, auditor oversight, and cybersecurity; no company-disclosed related-person transactions involving Donenberg .
- Alignment: Mix of cash and equity consistent with peer biotech director programs; 2024 equity grant links a portion of compensation to long-term shareholder outcomes; change-in-control vesting accelerates for director equity as is common in small-cap biotech .
- Potential risks/monitoring items: Concurrent audit chair role at Taysha (industry adjacency) warrants ongoing monitoring for conflicts; however, TECX’s related-party section did not disclose any Donenberg-specific transactions; TECX prohibits hedging/pledging, reducing alignment risks .
- Audit oversight signal: As Audit Chair, Donenberg oversees Deloitte’s engagement; 2024 audit fees totaled $1,688,729 and tax fees $129,390, with the Audit Committee pre-approving services and assessing independence—supportive for investor confidence in financial reporting .
No red flags identified in the proxy regarding attendance shortfalls, pledging, hedging, or related-party transactions tied to Donenberg; continue to monitor future proxies and Form 4 filings for ownership changes and trading behavior .