Jeffrey Kindler
About Jeffrey Kindler
Jeffrey Kindler, age 69, is a Class III director of Terns Pharmaceuticals whose current term expires at the 2027 annual meeting; he has served on Terns’ board since December 2020 and is currently the chair of the compensation committee, with independence confirmed under Nasdaq rules for all compensation committee members . His background includes service as General Counsel and then Chairman and CEO at Pfizer, EVP and General Counsel at McDonald’s, and VP of Litigation and Legal Policy at GE; he holds a B.A. from Tufts University and a J.D. from Harvard University . He has also been CEO of Centrexion (since Oct 2013), Senior Advisor to Blackstone (since Jun 2020), Venture Partner at Artis Ventures (Jan 2020–Feb 2024), Global Chair of the GLG Institute (Oct 2013–Dec 2022), and Venture Partner at Lux Capital (Jul 2012–Apr 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | General Counsel; later Chairman & CEO | Not disclosed | Led largest U.S. pharma; executive leadership and legal expertise |
| McDonald’s Corporation | Executive Vice President & General Counsel | Not disclosed | Global corporate governance/legal leadership |
| General Electric Company | Vice President, Litigation & Legal Policy | Not disclosed | Legal policy and litigation leadership |
| Centrexion Corporation | Chief Executive Officer | Oct 2013–present | Biopharma operating leadership |
| Blackstone Inc. | Senior Advisor | Jun 2020–present | Investment/transactional advisory |
| GLG Institute | Global Chairperson | Oct 2013–Dec 2022 | Life sciences/healthcare advisory leadership |
| Lux Capital | Venture Partner | Jul 2012–Apr 2020 | Early-stage investing in science/tech |
| Artis Ventures | Venture Partner | Jan 2020–Feb 2024 | Venture investment role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perrigo Company plc | Director | Current | Public company directorship; healthcare exposure |
| Precigen, Inc. | Director | Current | Public company directorship; biotech exposure |
| Lupin | Director | Current | Public company directorship; pharma exposure |
| vTv Therapeutics Inc. | Director | Jul 2015–Dec 2020 | Prior public board experience |
| PPD, Inc. | Director | Mar 2012–Dec 2021 (acquired by Thermo Fisher) | Prior public board; CRO exposure |
| SIGA Technologies, Inc. | Director | Mar 2013–Jun 2020 | Prior public board; pharma exposure |
Board Governance
- Class III director; term expires at the 2027 annual meeting; director since December 2020 .
- Compensation Committee: Chair; members are Kindler, Robert Azelby, and David Fellows; board determined all members are independent .
- Other Terns committees (for context): Audit (Quigley—chair, Tripuraneni, Turner), Nominating & Corporate Governance (Fellows—chair, Lu, Quigley), Research & Development (Tripuraneni—chair, Lu); Kindler is not listed on these committees .
- Attendance: In 2024, the board met 9 times; compensation committee met 5 times; each current director attended at least 75% of aggregate meetings of the board and applicable committees; six of seven then-serving directors attended the 2024 annual meeting .
- Independence and interlocks: No compensation committee interlocks or insider participation; none of the compensation committee members have been Terns officers or employees; no cross-board interlocks with Terns executives disclosed .
- Governance policies: Audit committee reviews all related party transactions; board has related person transaction policy; compensation committee engaged independent consultant (Alpine) and assessed independence/no conflicts .
- Anti-hedging/insider trading: Terns states it does not have a hedging policy for employees, officers, and directors; an Insider Trading Policy is in place; Clawback Policy (effective Oct 2023) applies to officers for restatements .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Base Fee) | $40,000 | Non-chair director base fee, prorated for partial years |
| Compensation Committee Chair Fee | $10,000 | Chair fee in effect during 2024 |
| Compensation Committee Chair Fee (from Feb 2025) | $12,000 | Increased per Feb 2025 amendment |
| Fees Earned or Paid in Cash (Kindler – 2024) | $30,000 | Lower than base fee due to election to receive options in lieu of cash for part of year |
- Base Fee Grant election: Starting July 1, 2024 directors could elect an option award in lieu of cash for the Base Fee, with Black-Scholes value ~equal to the Base Fee, subject to a $3.00 30-day average price floor; pro-rata monthly vesting; full vesting on change in control .
Performance Compensation
| Grant / Award | Grant Date | Shares / Value | Vesting & Terms |
|---|---|---|---|
| Annual Director Option Grant | Jun 2024 | 32,000 shares | Vests on earlier of first anniversary or immediately prior to next annual meeting; full vest on change in control |
| Base Fee Grant (in lieu of cash) | Jul 2024 | 4,676 shares | Pro-rata monthly vesting over service period; full vest on change in control |
| Option Awards – 2024 (ASC 718 grant-date fair value) | 2024 | $168,268 | Includes annual grant and any options elected in lieu of cash |
| Base Fee Grant | Feb 2025 | 10,657 shares | Pro-rata monthly vesting over service period; full vest on change in control |
| Initial Grant size (program parameter) | Policy | 64,000 shares (2024); 90,000 (from Feb 2025) | 1/3 on first anniversary, then 1/36 monthly over next 24 months; full vest on change in control |
| Annual Grant size (program parameter) | Policy | 32,000 shares (2024); 45,000 (from Feb 2025) | As above; full vest on change in control |
No director-specific performance metrics (e.g., revenue/EBITDA/TSR) are tied to non-employee director compensation in the program; options vest based on service and change-of-control provisions .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Perrigo Company plc | Public | Director | No Terns-related transaction disclosed |
| Precigen, Inc. | Public | Director | No Terns-related transaction disclosed |
| Lupin | Public | Director | No Terns-related transaction disclosed |
| vTv Therapeutics Inc. | Public (prior) | Director | Prior role; no current interlock |
| PPD, Inc. | Public (prior; acquired Dec 2021) | Director | Prior role; no current interlock |
| SIGA Technologies, Inc. | Public (prior) | Director | Prior role; no current interlock |
- Compensation committee interlocks: None; no insider participation; no cross-board interlocks with Terns executives .
- Related party transactions: None disclosed involving Kindler; audit committee pre-approves related party transactions; policy in place .
Expertise & Qualifications
- Extensive biopharma executive and legal background (Pfizer CEO/GC; McDonald’s EVP GC; GE legal leadership) .
- Active roles in healthcare investing/advisory (Blackstone Senior Advisor; GLG Institute chair; venture roles at Artis and Lux) .
- Multiple public company board seats in healthcare (Perrigo, Precigen, Lupin), supporting compensation/governance chair responsibilities at Terns .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Options Outstanding | RSUs Outstanding |
|---|---|---|---|---|
| Jeffrey Kindler | 155,591 | <1% | 151,151 | — |
- Beneficial ownership percentages based on 87,336,770 shares outstanding as of April 14, 2025; shares exercisable within 60 days included per SEC rules .
- Section 16 compliance: A late Form 4 was filed for Kindler (and several directors) on June 14, 2024 relating to the June 10, 2024 annual grant .
Governance Assessment
- Strengths: Independent compensation committee chaired by Kindler; committee uses independent consultant (Alpine) with no conflicts; board/committee attendance thresholds met; audit, nominating, and R&D committees comprised of independent directors; robust related party transaction policy and audit committee oversight .
- Alignment: Director equity grants (annual/initial) and optional Base Fee Grants align pay with shareholder outcomes through equity, with vesting and change-of-control acceleration terms clearly disclosed .
- RED FLAGS: Company discloses no hedging policy for employees, officers, and directors, which may undermine alignment best practices; a late Form 4 filing indicates minor process lapses in insider reporting .
- Workload/overboarding watchpoint: Kindler holds multiple current public directorships (Perrigo, Precigen, Lupin) alongside advisory and CEO roles, which increases time commitments; no formal overboarding concerns are disclosed by Terns, but investors typically monitor aggregate board roles for effectiveness .
- Interlocks/conflicts: No compensation committee interlocks; no Kindler-related related party transactions disclosed; audit committee pre-approves related party transactions .
Director Compensation (Kindler – 2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $30,000 |
| Option Awards ($) (ASC 718) | $168,268 |
| All Other Compensation ($) | — |
| Total ($) | $198,268 |
Program Parameters (for reference)
| Item | 2024 Program | From Feb 2025 |
|---|---|---|
| Initial Grant (options) | 64,000 shares | 90,000 shares |
| Annual Grant (options) | 32,000 shares | 45,000 shares |
| Compensation Committee Chair Fee | $10,000 | $12,000 |
| Base Fee Grant Election | Allowed from Jul 1, 2024; B–S value ≈ Base Fee; $3.00 30-day average price floor; pro-rata vesting; full vest on change-in-control | Continues as amended |
Vesting schedules: Initial grant vests 1/3 on first anniversary, then 1/36 monthly for 24 months thereafter; annual grant vests on earlier of first anniversary or immediately prior to next annual meeting; both accelerate on change-in-control .
Related Party & Risk Indicators
- Related party transactions: None disclosed involving Kindler; Investors’ Rights Agreement references OrbiMed (former director Gordon), not Kindler .
- Clawback: Policy applies to officers upon restatement; directors are not specified targets of clawback recovery .
- Insider policy: Insider Trading Policy exists and is filed as an exhibit to the 2024 Form 10-K; company states it does not trade while in possession of MNPI .
- Equity plan context: Significant option overhang and RSUs outstanding under approved plans; parameters and annual share pool increases disclosed; not director-specific but relevant to dilution awareness .
Summary Signal for Investors
- Kindler’s governance role is solidly aligned with independent oversight as compensation chair, supported by extensive pharma/legal leadership and multiple current public boards .
- Pay mix emphasizes equity via annual/initial grants and optional Base Fee option elections, suggesting ownership orientation; however, absence of an anti-hedging policy is a notable governance gap that may warrant investor engagement .
- Process reliability is generally sound (attendance, consultants, policies), with a minor late Form 4 filing noted in 2024; no related party exposure tied to Kindler is disclosed .