Amy Burroughs
About Amy Burroughs
Amy Burroughs is Chief Executive Officer (since February 2024) and a Class III director of Terns Pharmaceuticals; she is 55 years old as of April 14, 2025 and holds a B.A. in computer science with a minor in economics from Dartmouth College and an M.B.A. from Harvard Business School (Baker Scholar). She previously served as CEO/President of Cleave Therapeutics (2019–2023), Entrepreneur in Residence at 5AM Ventures (2017–2019), and on the boards of Tenaya Therapeutics (current) and DiaMedica Therapeutics (prior). The board has determined that all directors other than Ms. Burroughs are independent; David Fellows serves as independent Chairman, and all board committees are fully independent, which mitigates typical concerns about CEO-director dual roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cleave Therapeutics, Inc. | Chief Executive Officer & President | 2019–2023 | Led financings, licensing/collaboration deals, and oversaw clinical development of CB-5339 (AML) |
| 5AM Ventures | Entrepreneur in Residence; Senior Advisor to Crinetics during IPO | 2017–2019 | Advised portfolio company through IPO; venture firm strategic support |
| Genentech; Egon Zehnder International; Procter & Gamble | Various roles (commercial/strategy; talent/governance; brand management) | Earlier career | Built operating, commercial, governance and brand leadership foundations |
External Roles
| Organization | Capacity | Committee Roles | Tenure |
|---|---|---|---|
| Tenaya Therapeutics, Inc. | Director | Audit committees member | Since Dec 2022 |
| DiaMedica Therapeutics, Inc. | Director (prior) | — | Prior service (dates not specified) |
| Cleave Therapeutics, Inc. | Director | — | Since Apr 2019 |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $625,000 | $645,000 |
| Target Bonus (% of Base) | 50% | 55% |
| Actual Non-Equity Incentive Paid ($) | $375,000 (120% achievement) | |
| All Other Compensation ($) | $17,083 | |
| Legal Fee Reimbursement ($) | Up to $15,000 (employment agreement negotiation) |
Performance Compensation
Annual Performance Bonus
| Component | Target | Actual | Determination Basis | Payout Timing |
|---|---|---|---|---|
| Annual Cash Incentive | 50% of base (2024) | $375,000 (120% achievement for 2024) | Board-approved goals; committee consultation for CEO | Determined Jan 2025 |
Equity Awards Granted (Inducement Plan; Grant Date March 1, 2024)
| Award Type | Shares/Units | Strike/Fair Value | Term | Vesting Schedule | Conditions/Notes |
|---|---|---|---|---|---|
| Stock Option | 1,250,000 | $7.31 per share | 10 years (exp. Feb 28, 2034) | 25% on first anniversary of Grant Date; remaining 75% vest monthly over 3 years (continued employment) | Double-trigger acceleration upon CIC-related qualifying termination |
| Market-conditioned RSUs | 150,000 target | $807,750 grant-date fair value | — | 50% vests at $15.00 30-day avg price; 50% vests at $20.00 30-day avg price; not earlier than first anniversary of employment start date; must be achieved by 4th anniversary | Immediate vest of portion at milestone price if CIC price ≥ milestone |
Outstanding Equity at FY-End (Dec 31, 2024)
| Metric | Value |
|---|---|
| Unexercisable Options (Count) | 1,250,000 |
| Exercisable Options (Count) | — (as of 12/31/2024); 390,625 options exercisable within 60 days of Apr 14, 2025 |
| RSUs Unvested (Market-conditioned) | 150,000 units |
| Market/Payout Value of Unvested RSUs ($) | $831,000 (based on $5.54 close on 12/31/2024) |
Equity Ownership & Alignment
| Ownership Measure | As of | Amount | % of Outstanding |
|---|---|---|---|
| Total Beneficial Ownership (incl. options exercisable within 60 days) | April 14, 2025 | 410,234 shares; includes 390,625 shares underlying options exercisable within 60 days (RSUs excluded) | <1% |
- Hedging/Pledging: The company states it does not have a hedging policy for employees, officers, and directors at this time; no explicit pledging policy disclosure found .
- Stock Ownership Guidelines: Not disclosed.
- Alignment Features: CEO equity heavily at-risk via market-conditioned RSUs ($15/$20 price hurdles) and long-duration options with four-year vesting; double-trigger acceleration under Change-in-Control protects value only upon CIC and qualifying termination .
Employment Terms
| Scenario | Cash Salary Continuation | Bonus Treatment | Equity Treatment | Health Coverage |
|---|---|---|---|---|
| Involuntary Termination (without cause / resignation for good reason) | 12 months base salary | Pro-rated portion at 100% of target | No automatic acceleration expressly stated outside CIC | 12 months continuation or reimbursement |
| CIC + Involuntary Termination (3 months prior to or 12 months after CIC) | 18 months base salary | 1.5x annual bonus at 100% of target | Full acceleration of all outstanding equity | 18 months continuation or reimbursement |
- Definitions: “Cause” includes crimes involving fraud/dishonesty, participation in fraud causing material harm, intentional material contract/statutory violation, or gross insubordination/habitual neglect causing material harm; “Good Reason” includes material diminution of duties, >10% salary reduction (with carve-out for broad C-level programs), or relocation >30 miles, with notice/cure requirements .
- Clawback: Compensation Recovery Policy adopted Oct 2023, compliant with Nasdaq/SEC restatement recovery rules .
- Insider Trading Policy: Adopted; filed as Exhibit 19.1 to FY2024 10-K .
- Related Party Transactions: None involving Ms. Burroughs requiring Item 404(a) disclosure at appointment .
Board Governance
- Board Class/Term: Class III director; current term expires at the 2027 Annual Meeting .
- Committees: All board committees are independent; CEO does not receive additional director compensation .
- Independence: All directors except Ms. Burroughs are independent under Nasdaq rules; independent directors meet in regularly scheduled executive sessions .
- Leadership: Independent Chairman (David Fellows); board retains flexibility to separate/combines roles; current structure deemed appropriate .
- Attendance: In 2024, the board met nine times; each current member attended at least 75% of board and committee meetings; audit (4), compensation (5), nominating and corporate governance (6) meetings held .
Director Compensation (for context; CEO receives none as director)
| Component | 2024 Policy | Feb 2025 Amendment |
|---|---|---|
| Non-Employee Director Base Fee (cash) | $40,000; Chair $70,000 | Committee retainers increased (Comp Chair $12,000; Nominating Chair $10,000; R&D Chair $12,000; members $5–6k) |
| Equity Grants | Initial: 64,000 options; Annual: 32,000 options | Initial: 90,000 options; Annual: 45,000 options |
| Base Fee Options in lieu of cash | Allowed starting July 1, 2024; Black-Scholes valued ≈ Base Fee; only if 30-day avg price ≥ $3.00 | |
| CEO director pay | No additional compensation for director service |
Compensation Committee Analysis
| Committee | Members | Independence | Chair | Consultant |
|---|---|---|---|---|
| Compensation Committee | Jeffrey Kindler; Robert Azelby; David Fellows | All independent; Rule 16b-3 non-employee directors | Jeffrey Kindler | Alpine Rewards engaged as independent consultant in 2024; no conflicts |
Investment Implications
- Pay-for-performance alignment: The CEO’s 2024 equity package emphasizes at-risk pay via market-conditioned RSUs tied to sustained stock price hurdles ($15/$20) and long-vesting options, aligning upside with shareholder returns; 2024 cash incentive paid at 120% achievement suggests strong execution against board-approved goals in the first year of tenure .
- Retention and CIC economics: Severance (12 months) and enhanced CIC protections (18 months salary, 1.5x target bonus, full equity acceleration) are standard for clinical-stage biotech CEOs and should support retention through pivotal milestones; double-trigger design limits windfall absent both CIC and qualifying termination .
- Ownership and selling pressure: Beneficial ownership is <1% with a meaningful option position and unvested market RSUs; near-term selling pressure may be limited by vesting schedules and market conditions, though absence of a formal hedging policy is a governance gap worth monitoring .
- Governance quality: Independent chair and fully independent committees mitigate CEO-director dual-role concerns; active committee cadence and engagement are evidenced by meeting frequency and attendance .
- Risk flags to track: No related-party issues identified for Ms. Burroughs; monitor the lack of an anti-hedging policy, equity plan share usage, and any future equity award modifications or CIC terms changes as potential red flags .