Geoff McDonough

About Geoff McDonough

Geoff McDonough, M.D. (age 54) is an independent Class III director of Third Harmonic Bio (THRD), serving since March 2024. He is President and CEO of Generation Bio Co. (since Oct 2017), and previously served as CEO of Swedish Orphan Biovitrum (Sobi) from 2011–2017. He holds B.S. in biology and B.A. in philosophy (summa cum laude) from UNC Chapel Hill and an M.D. from Harvard Medical School, with residency in internal medicine and pediatrics at MGH and Boston Children’s Hospital .

Past Roles

External Roles

Board Governance

• Independence and status: The board determined all directors except the CEO are independent; McDonough is independent. He serves on the Audit Committee and Nominating & Governance Committee and is designated an “audit committee financial expert.” He is not a committee chair .
• Committee assignments:
  • Audit Committee: Member; Audit Chair is Thomas M. Soloway. McDonough qualifies as an audit committee financial expert .
  • Nominating & Governance Committee: Member; Chair is H. Martin Seidel, Ph.D. .
• Attendance and engagement: In 2024, the Board met 4 times; Audit 4; Compensation 5; Nominating & Governance 5. No incumbent director attended fewer than 75% of applicable meetings. Seven of eight directors attended the 2024 annual meeting .
• Director commitments: THRD guidelines monitor potential “overboarding” and require disclosure of other public boards; the Nominating & Governance Committee considers outside service in assignments .

Fixed Compensation

Program design (non-employee directors)

2024 actuals (McDonough)

Signals and implications:

• Standard cash retainer/committee structure; no meeting fees. No red flags in fee levels or structure disclosed .

Performance Compensation

Equity structure (non-employee directors)

McDonough 2024 equity (granted and outstanding)

Appointment terms and initial grant

• Upon appointment (Mar 27, 2024), the Board approved an initial option award for 60,000 shares and pro-rated $40,000 cash retainer under the non-employee director program (vesting schedule to be designated by the Board) .

Performance metrics and clawbacks

• Director equity is time-vested; no performance metrics are disclosed for director pay. Company has a Dodd-Frank-compliant Compensation Recovery (clawback) Policy for executive incentive-based pay, administered by the Compensation Committee (effective June 6, 2023) .

Compensation consultant independence

• The Compensation Committee engaged Compensia (through June 2024) and then Alpine Rewards as independent advisors; the Committee concluded there were no consultant conflicts of interest .

Other Directorships & Interlocks

• Compensation Committee interlocks: None reported during 2024; no THRD executive served on another company’s board/compensation committee where a reciprocal relationship existed .
• Related-party transactions: None for McDonough disclosed under Item 404(a) at appointment .

Expertise & Qualifications

• Financial expertise: Identified as an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S-K .
• Sector leadership: CEO experience at Sobi and Generation Bio; broad biotechnology operating background .
• Education: MD (Harvard Medical School), residency in internal medicine & pediatrics (MGH/Boston Children’s), dual BA/BS (UNC) .

Equity Ownership

Notes:

• Anti-hedging policy prohibits hedging/monetization transactions (e.g., zero-cost collars, forward contracts, exchange funds). No separate pledging disclosure is provided in the cited sections .

Governance Assessment

Key findings

• Committee impact and oversight: McDonough serves on Audit and Nominating & Governance and is designated an audit committee financial expert—supportive of board financial oversight and governance processes .
• Independence and attendance: Determined independent by the Board; 2024 attendance for all incumbents met ≥75% threshold; board and committee cadence indicates active oversight. Board leadership separated (independent Chair distinct from CEO) .
• Compensation alignment: Director pay mix is standard for small-cap biotech, with modest cash retainer and option-based equity (time vesting). 2024 equity value for McDonough reflects initial onboarding grant size (60,000 options per appointment 8-K) and is consistent with policy intent to align directors with shareholders; acceleration upon dissolution aligns incentives during wind-down .
• Conflicts and related party: No Item 404(a) related-party transactions at appointment; committee interlocks not present; board monitors director commitments/overboarding risk .

Signals and red flags

• RED FLAG (Potential): Pending plan of dissolution includes option acceleration for non-employee directors in a Corporate Transaction, which can be perceived as a short-term alignment feature; however, it is a standard provision in many plans and disclosed in policy .
• Policy strength: Anti-hedging policy in place; clawback policy adopted under Rule 10D-1. No director-specific pledging disclosure noted in cited sections .

Board governance environment (context)

• THRD is seeking shareholder approval for a Plan of Dissolution; board processes and reserve planning are detailed, with Audit Committee overseeing financial reporting and cybersecurity. The Dissolution proposal and liquidity distribution mechanics suggest increased emphasis on fiduciary oversight during wind-down; Audit Committee includes McDonough in this oversight .

Fixed Compensation (Detail Table)

Performance Compensation (Detail Table)

Other Notes (Shareholder Rights/Policies)

• Emerging Growth Company status: Reduced compensation disclosures; not required to hold say-on-pay votes .

Sources

• 2025 DEF 14A (Apr 25, 2025): Board independence, committees, meeting attendance, director compensation, equity plan, dissolution plan details .
• 8-K (Mar 28, 2024): Appointment of Geoff McDonough, compensation terms, initial option award, Item 404(a) confirmation .