Andrew Gengos
About Andrew Gengos
Andrew Gengos, age 60, is Chief Financial Officer and Treasurer of Terns Pharmaceuticals, appointed effective February 24, 2025; he also serves as both principal financial officer and principal accounting officer following his appointment . He holds a B.S. in Chemical Engineering from MIT and an M.B.A. from UCLA Anderson, with 25 years of life sciences leadership including CFO, CEO, corporate strategy, and banking/consulting experience . Prior to Terns, he was CFO and CBO at Athira Pharma (May 2023–Oct 2024) and Chief Business Officer at Cyteir Therapeutics (Feb 2020–Feb 2023), with earlier CEO roles at ImmunoCellular Therapeutics and Neuraltus Pharmaceuticals and eight years as Vice President of Strategy & Corporate Development at Amgen; he began his career at Morgan Stanley and McKinsey & Co. .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Athira Pharma, Inc. | Chief Financial Officer and Chief Business Officer | May 2023–Oct 2024 | Public-company finance leadership; oversight of FP&A and corporate development |
| Cyteir Therapeutics, Inc. | Chief Business Officer | Feb 2020–Feb 2023 | Led finance team through IPO; corporate strategy execution |
| ImmunoCellular Therapeutics | Chief Executive Officer | Not disclosed | Strategic and financial leadership in oncology |
| Neuraltus Pharmaceuticals | Chief Executive Officer | Not disclosed | Strategic and financial leadership in neurodegenerative disease |
| Amgen Inc. | Vice President, Strategy & Corporate Development | Eight years | Corporate strategy, M&A and portfolio management |
| Morgan Stanley | Analyst/Associate | Not disclosed | Early finance foundation |
| McKinsey & Co. | Senior Engagement Manager | Not disclosed | Strategy consulting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Turn Therapeutics (private) | Board Director | Since Jan 2020 | Governance and strategic oversight for private biopharma |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary ($) | $510,000 starting annualized base salary |
| Target Bonus (%) | 40% of base salary; 2025 bonus pro-rated from Start Date |
| Benefits | Eligible to participate in company benefit plans per terms |
| 401(k) Match (company-wide) | 100% of first 4% of eligible contributions, up to $13,800 in 2024 (company program reference) |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | 40% of base; 2025 pro-rated | Not disclosed | Paid per Board-set objectives; pro-rated for 2025 from Feb 24, 2025 |
| Incentive Clawback | N/A | N/A | Applies if restatement | Company-wide Compensation Recovery Policy effective Oct 2023, compliant with SEC/Nasdaq |
Equity Awards
| Grant Type | Grant Size | Exercise Price | Vesting Schedule | Plan/Date |
|---|---|---|---|---|
| Stock Options | 750,000 shares | Closing price on Nasdaq at Start Date (Feb 24, 2025) | 25% on first anniversary of Start Date; remaining 75% monthly over 36 months (time-based) | 2022 Employment Inducement Award Plan; effective Feb 24, 2025 |
Equity Ownership & Alignment
- Beneficial ownership: Individual share count not disclosed in 2025 proxy; executive group total 1,311,217 shares (1.5%) includes Andrew Gengos and other officers/directors as of April 14, 2025 .
- Hedging/Pledging: Company currently has no hedging policy; pledging policies not disclosed .
- Insider Trading Policy: Adopted and filed; prohibits trading while in possession of MNPI .
- Stock Ownership Guidelines: Not disclosed .
Employment Terms
| Term | Provision |
|---|---|
| Start Date | February 24, 2025 |
| Position Scope | CFO; also principal financial officer and principal accounting officer |
| Severance (no change-in-control) | 12 months base salary continuation; pro-rated annual bonus at 100% of target; 12 months healthcare continuation/reimbursement (subject to release) |
| Change-in-Control (double-trigger) | If Involuntary Termination within 3 months before or 12 months after a change in control: 12 months base salary; 100% of target annual bonus; full vesting acceleration of all equity; 12 months healthcare (subject to release) |
| Definitions | “Involuntary Termination” = termination without cause or resignation for good reason; “Cause” and “Good Reason” defined with standard notice/cure provisions |
| IP/Confidentiality | Standard invention assignment and confidentiality obligations |
| Non-compete/Non-solicit | Not disclosed |
Investment Implications
- Pay-for-performance transparency is limited: annual bonus is tied to Board-set objectives with targets disclosed (40%) but no specific operational/financial metrics; limits visibility into direct alignment with TSR or clinical/regulatory milestones .
- Retention risk appears moderate: time-based vesting with a one-year cliff creates a meaningful vesting event in February 2026; severance provides 12 months salary and healthcare, which buffers near-term turnover risk .
- M&A alignment: double-trigger full equity acceleration upon change-in-control plus termination could incentivize management continuity through strategic transactions while aligning with shareholder outcomes at exit .
- Potential insider selling pressure: the first vesting cliff occurs on the one-year anniversary of the Start Date (Feb 24, 2026) for 25% of the 750,000 options, followed by monthly vesting; monitor Form 4 filings into/after this date for liquidity events .
- Governance red flag: absence of a hedging policy may permit executives to hedge exposure, weakening alignment, though an Insider Trading Policy and a compliant clawback policy are in place .