Stefan Vitorovic
About Stefan Vitorovic
Independent director since August 2021; age 40. Co-founder and former Managing Director of Vida Ventures (2017–2024), with prior investing roles at Third Rock Ventures (2014–2017) and TPG Capital (2012–2014), and earlier experience in Credit Suisse’s healthcare investment banking (2004–2008). Education: B.S. with Honors and M.S. in Biology from Stanford University; M.B.A. from Harvard Business School. Core credentials: life sciences venture formation, healthcare private/public investing, and company-building in biopharma, including founding team work at Decibel Therapeutics and transaction execution (Aptalis, Biomet) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vida Ventures | Co‑founder; Managing Director | Jan 2017–Dec 2024 | Member of Investment Committee of VV Manager II; led/oversaw life sciences investments and company formation |
| Third Rock Ventures | Investment professional | Jul 2014–Jan 2017 | Founding team of Decibel Therapeutics (later acquired by Regeneron) |
| TPG Capital | Investor | Aug 2012–Jun 2014 | Worked on equity/debt financings, including Aptalis (now Adare) and Biomet (now Zimmer Biomet) |
| Credit Suisse (Healthcare IB) | Investment banker | 2004–2008 | Transaction execution in healthcare |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Vigil Neuroscience, Inc. | Director | Current | Public company board service |
| Oyster Point Pharma, Inc. | Director/Observer | Prior | Company acquired by Viatris |
| Dyne Therapeutics | Director/Observer | Prior | Public biotech |
| Sutro Biopharma, Inc. | Director/Observer | Prior | Public biotech |
| Kyverna Therapeutics, Inc. | Director/Observer | Prior | Public biotech |
| Praxis Precision Medicines, Inc. | Director/Observer | Prior | Public biotech |
| Volastra Therapeutics, Inc. | Director/Observer | Prior | Private biotech |
| Souffle Therapeutics, Inc. | Director/Observer | Prior | Private biotech |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Not a committee chair .
- Independence: Board determined Vitorovic is independent under Nasdaq standards; also independent for Audit and Compensation Committee service .
- Attendance: In 2024 post-merger, Board met 4x; Audit 3x; Compensation 4x; no director attended fewer than 75% of aggregate Board/committee meetings .
- Board leadership: Independent, non‑executive Chair (Terrance McGuire) structure; regular executive sessions among independent directors .
- Risk oversight: Audit covers financial reporting, controls, cybersecurity; Compensation covers compensation structures/human capital; Board oversees enterprise risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $26,250 | Portion paid to Vida Ventures ($13,125) and portion paid to Mr. Vitorovic ($13,125) |
| Director cash compensation policy (post‑merger) | $40,000 annual retainer; $70,000 for non‑executive chair (in lieu of $40k); Audit chair $15,000/member $7,500; Compensation chair $10,000/member $5,000; Nominating chair $8,000/member $4,000; paid quarterly and prorated | Adopted at merger closing (June 20, 2024) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Exercise/Grant Price | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|---|
| Stock Options (Director grant) | Jun 20, 2024 | 11,760 | $16.80 | $162,326 | 1/3 on first anniversary; remaining 2/3 in equal monthly installments over next two years; full vest on 3‑year anniversary, subject to continuous service | Granted to all non‑employee directors post‑merger |
| Options Outstanding (as of Dec 31, 2024) | — | 11,760 | — | — | — | Year‑end outstanding options count |
| Change‑in‑Control vesting (policy) | — | — | — | — | Non‑employee directors’ unvested equity fully vests upon change in control, subject to continuous service through closing | Applies to awards under 2024 Plan |
Other Directorships & Interlocks
- Significant holders affiliated with prior roles: Entities affiliated with Vida Ventures beneficially owned ~5.5% of TECX as of Feb 28, 2025; Vitorovic previously served as Managing Director and on VV Manager II’s investment committee. Cash fees in 2024 split between Vida Ventures and Vitorovic ($13,125 each) .
- Additional significant holders: Polaris Partners IX, L.P. (~5.8%) and persons/entities affiliated with Timothy A. Springer (~28.8%) .
Expertise & Qualifications
- Education: B.S. with Honors and M.S. in Biology (Stanford); M.B.A. (Harvard Business School) .
- Technical/industry expertise: Life sciences venture investing, company formation and operating experience in biopharma; transaction execution across equity/debt financings in healthcare .
- Board qualifications: Assessed by Board for independence; serves on Audit and Compensation committees, indicating financial/compensation oversight capability .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stefan Vitorovic | — | — | No beneficial ownership reported as of Feb 28, 2025 |
| Options Outstanding (director) | 11,760 | — | Outstanding as of Dec 31, 2024 |
| Hedging/Pledging | — | — | Company policy prohibits hedging, options trading, and margin accounts for directors/officers |
| Insider Trading Policy | — | — | Policy filed as exhibit to FY2024 Form 10‑K |
Governance Assessment
- Strengths: Independent director; dual service on Audit and Compensation committees; full‑Board and committee attendance above 75% indicates engagement; independent Chair structure; codified clawback policy aligned with Dodd‑Frank; anti‑hedging/pledging policy supports alignment .
- Alignment and pay structure: 2024 director compensation is standard for small‑cap biotech (cash retainer and committee fees with time‑vested options); equity vests over three years; change‑in‑control fully vests director equity, typical but warrants monitoring for entrenchment risk .
- Potential conflicts (RED FLAG to monitor): Vida Ventures was a >5% holder and invested $7.5M in Legacy Tectonic ahead of merger; Vitorovic was on VV Manager II’s investment committee and split his 2024 director cash fees between Vida Ventures and himself, creating a potential related‑party/interlock exposure despite Board’s independence determination .
- Ownership: No reported beneficial ownership as of Feb 28, 2025; alignment primarily via director option grant; company prohibits hedging/pledging, reducing misalignment risk .
Overall signal: Governance structures (independent committees, attendance, policies) are solid, but investors should monitor any continuing economic ties to Vida Ventures given its shareholder status and prior role in financing transactions, ensuring recusal and robust related‑party review for transactions implicating Vida or affiliates .