H. Martin Seidel
About H. Martin Seidel
Independent director (Class II) of Third Harmonic Bio, Inc. since July 2019; age 60 as of March 31, 2025. Seidel is Chief Executive Officer of IFM Therapeutics (since Dec 2019) and previously led strategic alliances and institute operations at Novartis (NIBR), with a technical background in chemistry (A.B., Princeton) and a Ph.D. from Harvard . The Board has determined Seidel to be independent under Nasdaq and SEC rules . In 2024, none of the incumbent directors attended fewer than 75% of Board and committee meetings; the Board held 4 meetings, Audit 4, Compensation 5, and Nominating & Governance 5 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IFM Therapeutics, LLC | Chief Executive Officer | Dec 2019–present | CEO leadership; portfolio and R&D oversight |
| IFM Therapeutics, LLC | EVP, Research & Development | Jun 2017–Dec 2019 | Built and led R&D organization |
| Novartis Institutes for BioMedical Research (NIBR) | Global Head of Strategic Alliances | Mar 2014–Jun 2017 | External partnerships and BD strategy |
| Genomics Institute of the Novartis Research Foundation | Institute Director & Site Head | 2010–2014 | Institute operations and scientific direction |
| Genomics Institute of the Novartis Research Foundation | Positions of increasing responsibility | 2003–2010 | Scientific and managerial roles |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| IFM Therapeutics, LLC | Chief Executive Officer | No (private) | Dec 2019–present |
Board Governance
| Committee | Role | Independence status | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Independent director per Board determination | 4 |
| Nominating & Governance Committee | Chair; Member | Independent director per Board determination | 5 |
- The Board separates Chair (Mark Iwicki) and CEO (Natalie Holles), enhancing independent oversight .
- Independent directors meet separately without management on a regular basis; 7 out of 8 directors attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $53,762 |
Director Cash Compensation Policy (context):
- Annual cash retainer: $40,000; Committee chair fees: Audit $15,000, Compensation $10,000, Nominating & Governance $8,000; Committee member fees: Audit $7,500, Compensation $5,000, Nominating & Governance $4,000. Cash paid quarterly in arrears .
Performance Compensation
| Equity Award Terms | Detail |
|---|---|
| Initial option grant for new directors | 40,000 options; vest 1/36th monthly over 36 months, continued service required |
| Annual option grant for continuing directors | 20,000 options; vest in full at 1-year or next annual meeting, whichever earlier |
| Corporate Transaction treatment | All outstanding director options accelerate in a Corporate Transaction (includes Dissolution) |
| Dissolution treatment | All outstanding equity awards terminate immediately prior to dissolution; Company will permit exercise prior to dissolution |
| 2024 Option Awards (grant-date fair value) | $200,144 (accounting fair value under ASC 718) |
| Options held (Dec 31, 2024) | 59,423 options |
No performance metrics (TSR, revenue, EBITDA, ESG) tied to director compensation are disclosed for non-employee directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Seidel |
| Private/academic boards | IFM Therapeutics CEO (private) |
| Potential interlocks | Company maintains a significant license with Novartis, a >5% shareholder; Seidel previously worked at Novartis (historic employment, no current role) |
| Related-party transactions oversight | Audit Committee reviews and approves related-person transactions |
Expertise & Qualifications
- Technical credentials: A.B. in Chemistry (Princeton); Ph.D. (Harvard) .
- Deep R&D and alliance management experience (NIBR Strategic Alliances; institute operations) .
- Operating leadership as CEO of IFM Therapeutics .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership – shares | 85,753 shares |
| Shares outstanding (Record Date, Apr 10, 2025) | 45,108,594 shares |
| Ownership % of outstanding | ~0.19% (85,753 / 45,108,594) |
| Options held (Dec 31, 2024) | 59,423 options |
| Hedging policy | Company prohibits hedging/monetization transactions for directors and officers |
| Pledging disclosure | No pledging disclosure for directors found |
| Stock ownership guidelines | Not disclosed for directors |
Governance Assessment
- Board effectiveness: Seidel chairs Nominating & Governance and serves on Audit, contributing to director selection, board evaluations, governance matters, and financial oversight; independence status affirmed by the Board .
- Engagement and attendance: Board and committees met regularly in 2024; no incumbent director fell below 75% attendance; independent director executive sessions held .
- Compensation alignment: Director pay is modest cash plus standard options with service-based vesting; options accelerate upon Corporate Transaction, but all equity terminates at dissolution unless exercised—mitigating windfall risk while permitting exercise .
- Potential conflicts: Historic Novartis employment for Seidel alongside an active Novartis license and >5% ownership could present perceived linkage, but no current Seidel-Novartis relationship is disclosed; Audit Committee oversees related-party transactions .
- Board composition signals: Investor-affiliated directors (Atlas Venture, OrbiMed) hold significant stakes, yet committee independence standards are met and an external compensation consultant engagement showed no conflicts .
- Shareholder rights and feedback: As an EGC/smaller reporting company, THRD is not required to hold say-on-pay votes; clawback policy adopted for executives (Rule 10D-1), reflecting alignment with regulatory best practices .
RED FLAGS
- Option acceleration in Corporate Transactions (including dissolution) requires careful monitoring to avoid misalignment in a wind-down; equity awards terminate at dissolution unless exercised, reducing risk of unearned vesting but may pressure exercise decisions near effective date .
- Significant shareholder-related agreements (Novartis license) warrant continued robust related-party oversight by the Audit Committee; no director-specific related-party transactions disclosed for Seidel .