Timothy Springer
About Timothy A. Springer
Timothy A. Springer, Ph.D. (age 77) is an independent Class II director of Tectonic Therapeutic, Inc., co-founded the company in June 2019, and previously served as Chair until August 2020; he is the Latham Family Professor at Harvard Medical School and a Senior Investigator at Boston Children’s Hospital with extensive scientific and biotech board experience . He has served on boards including Morphic Therapeutic (until its August 2024 acquisition by Eli Lilly) and Selecta Biosciences (now Cartesian Therapeutic), and is founder/board member of Seismic Therapeutic; he holds a B.A. in Biochemistry (UC Berkeley) and a Ph.D. in Biochemistry and Molecular Biology (Harvard), with notable scientific awards and National Academy of Sciences membership . The Board determined Dr. Springer is independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tectonic Therapeutic, Inc. | Co-founder; Director; Chair (former) | Director since Jun 2019; Chair Jun 2019–Aug 2020 | Current Chair, Nominating & Corporate Governance Committee |
| Morphic Therapeutic | Founder; Board member; Scientific advisor | Board member Jun 2015–Aug 2024 (acquired by Eli Lilly) | N/A (not disclosed) |
| Selecta Biosciences (now Cartesian Therapeutic) | Scientific advisor; Board member | Advisor since Dec 2008; Director since Jun 2016 | N/A (not disclosed) |
External Roles
| Institution | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Medical School | Latham Family Professor | Since 1989 | Also Professor of Biological Chemistry and Molecular Pharmacology |
| Boston Children’s Hospital | Senior Investigator, Cellular and Molecular Medicine Program; Professor of Medicine | Senior Investigator since 2012; Professor since 2011 | |
| Seismic Therapeutic | Founder and Board Member | Current (dates not specified) | Private company |
| Honors/Recognition | Multiple prestigious awards; NAS Member | Various | Lasker, Gairdner, AHA Basic Research Prize, Robert Koch Prize, etc. |
Board Governance
- Independence: Board affirmatively determined Dr. Springer is independent, including for audit and compensation committee independence standards, though he serves on neither committee .
- Committees: Chair, Nominating & Corporate Governance Committee; committee membership is Dr. Springer (Chair) and Terrance McGuire .
- Meetings/Attendance: In 2024 post-merger, Board met 4 times; Audit met 3; Compensation met 4; Nominating held 0; no director attended fewer than 75% of applicable meetings .
- Board leadership: Independent, non-executive Chair is Terrance McGuire; CEO role separated from Chair, with regular executive sessions of independent directors .
- Policies: Code of Conduct; Insider Trading Policy filed as 10-K exhibit; hedging/derivatives and margin accounts prohibited .
Fixed Compensation (Director)
| Component | 2024 Actual | Policy Rate | Notes |
|---|---|---|---|
| Cash fees | $24,000 | $40,000 annual retainer; $8,000 Nominating Chair; or $4,000 if member; prorated quarterly | 2024 amounts reflect partial/prorated periods post-merger |
| Option award (grant-date fair value) | $162,326 | Annual grant policy: option to purchase 7,400 shares; cash value cap $400,000; initial grant 14,800 shares cap $800,000 | Company-wide director option grants on Jun 20, 2024: 11,760 options at $16.80 strike; vest 1/3 at year 1 then monthly to year 3 |
| Total | $221,568 | N/A |
- 2024 Director Option Grant Details: 11,760 options granted to each non-employee director at $16.80 strike; 3-year vesting (1/3 at first anniversary then monthly) .
Performance Compensation (Director)
- No performance-based metrics disclosed for director compensation; equity grants vest time-based per Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company/Fund | Role | Potential Interlock/Transaction |
|---|---|---|
| Morphic Therapeutic | Board member; founder; scientific advisor | Service ended Aug 2024 upon acquisition by Eli Lilly |
| Selecta Biosciences (now Cartesian Therapeutic) | Board member; scientific advisor | Ongoing director service since 2016 |
| Seismic Therapeutic | Founder; Board member | Private company; ongoing |
| Financing participants alongside TECX directors | Entities affiliated with Polaris Partners (McGuire), Vida Ventures (Vitorovic), and Springer | Participated in Jan 2024 subscriptions/SAFEs and Feb 2025 private placement; see Related Party Transactions |
Expertise & Qualifications
- Scientific leadership in cell surface molecules; extensive biotech investment and board experience; NAS member; multiple top scientific awards .
- Academic credentials: B.A. Biochemistry (UC Berkeley); Ph.D. Biochemistry and Molecular Biology (Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Timothy A. Springer, Ph.D. | 5,382,415 | 28.8% | 4,226,058 held by Dr. Springer; 186,134 held by spouse Dr. Chafen Lu; 970,223 held by TAS Partners, LLC (Dr. Springer sole managing member; disclaims beneficial ownership of TAS) |
| Options outstanding (as of 12/31/2024) | 11,760 | N/A | Grant date Jun 20, 2024; $16.80 strike; 3-year vesting schedule |
| Feb 2025 private placement participation | TAS Partners $33,000,000; Dr. Springer $6,999,977 | N/A | Purchased additional TECX common shares |
- Hedging/Pledging: Company prohibits hedging transactions and holding stock in margin accounts; publicly-traded options trading prohibited (other than compensatory awards) .
Related Party Transactions (Conflict Scan)
- Jan 30, 2024 Subscription and SAFEs: Entities affiliated with Dr. Springer purchased ~$41,999,997 of Legacy Tectonic common stock; other Board-affiliated entities (Polaris Partners; Vida Ventures; Polaris Founders) also participated .
- Feb 2025 Private Placement: TAS Partners ($33,000,000) and Dr. Springer ($6,999,977) purchased common shares; other significant investors included Deep Track, FMR LLC, EcoR1, and CFO Daniel Lochner ($249,964) .
- Policy: Written Related Person Transaction Policy requires audit committee approval of transactions >$120,000 with related persons; policy adopted post-transaction; audit committee pre-approved Deloitte fees post-merger; indemnification agreements in place for directors .
Governance Assessment
- Positives:
- Independent director with deep scientific and biotech board expertise; Chair of Nominating & Corporate Governance Committee, aligning skills with board effectiveness .
- Strong ownership alignment (28.8%), significant personal and affiliated capital committed in financings; hedging/pledging prohibited, supporting investor alignment .
- Board structure separates Chair and CEO; regular executive sessions; majority independent board .
- Risks/Watch items:
- Ownership concentration (28.8%) may influence governance dynamics despite independence determination; he chairs the committee overseeing board composition .
- Nominating & Corporate Governance Committee held zero meetings in 2024 post-merger, raising engagement questions after significant corporate changes .
- Repeated related-person participation in major financings (Springer, Polaris, Vida); ensure rigorous application of Related Person Transaction Policy and independent oversight to mitigate conflict risk .
- Director Compensation Mix:
- 2024 mix skewed toward equity (options) with modest cash fees; time-based vesting reduces performance sensitivity for board pay; no performance metrics disclosed for directors .
RED FLAGS: High ownership concentration combined with chairing the Nominating & Corporate Governance Committee; related-party financing participation; inactivity of the nominating committee in 2024 post-merger .