Michael Gladstone
About Michael Gladstone
Independent Class II director at Third Harmonic Bio since April 2019; previously served as THRD’s Chief Executive Officer (June 2019–August 2021). Age 38; Harvard University B.S. in biochemical sciences. Partner at Atlas Venture with extensive biotech company-building experience, and current public board roles at Day One Biopharmaceuticals, Diagonal Therapeutics, Pheon Therapeutics, and Aiolos Bio, positioning him as a venture-backed therapeutics specialist .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Harmonic Bio (THRD) | Chief Executive Officer | Jun 2019–Aug 2021 | Led early-stage development; transitioned to independent director role |
| Atlas Venture | Partner | Mar 2012–Present | Company formation, board service across biotech portfolio |
| L.E.K. Consulting | Consultant | Dec 2009–Mar 2012 | Strategy/healthcare consulting experience |
| Beth Israel Deaconess Medical Center | Research (HIV vaccine) | Prior to 2009 | Technical/scientific credentials |
External Roles
| Company | Role | Sector | Notes |
|---|---|---|---|
| Day One Biopharmaceuticals, Inc. | Director | Biotech/Oncology | Current public board |
| Diagonal Therapeutics, Inc. | Director | Biotech | Current public/private board role |
| Pheon Therapeutics Inc. | Director | Biotech | Current public/private board role |
| Aiolos Bio, Inc. | Director | Biotech | Current public/private board role |
| Prior board roles | Director/Observer | Various | Versanis Bio (sold to Eli Lilly); observer at Akero, AvroBio, Delinia (sold to Celgene), Replimune, Xilio |
Board Governance
- Committee memberships: Compensation Committee member (Chair: Mark Iwicki). Compensation Committee engages independent consultants (Compensia in 2024H1; Alpine Rewards in 2024H2) and assessed no consultant conflicts .
- Independence: Board determined all directors except CEO Natalie Holles are independent under Nasdaq/SEC rules; Compensation Committee composition meets Nasdaq independence requirements .
- Attendance and engagement: In 2024, the Board held 4 meetings; Compensation Committee held 5; none of the incumbent directors attended fewer than 75% of aggregate Board and committee meetings during their tenure .
- Years of service on THRD board: Since April 2019 (6+ years as of 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | All non-employee directors |
| Committee member fees | Audit $7,500; Compensation $5,000; Nominating & Governance $4,000 | Annual payments to members |
| Committee chair fees | Audit $15,000; Compensation $10,000; Nominating & Governance $8,000 | Annual payments to chairs |
| Board Chair fee | $30,000 | Additional for the Board Chair (not applicable to Gladstone) |
| Director 2024 Cash Fees | Amount ($) | Equity Fair Value ($) | Total ($) |
|---|---|---|---|
| Michael Gladstone | $45,000 | $200,144 (options grant-date fair value) | $245,144 |
Performance Compensation
| Equity Program | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial option grant (new director) | 40,000 options | 1/36 monthly | Time-based vesting; service condition |
| Annual option grant (continuing director) | 20,000 options | Full vest on 1-year anniversary or next AGM | Time-based vesting; service condition |
| Corporate Transaction (incl. Dissolution) | N/A | All outstanding options for non-employee directors accelerate | Accelerated vesting upon Corporate Transaction, which includes the Dissolution |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Performance KPIs (e.g., TSR, EBITDA, ESG) | None disclosed for non-employee directors; director equity awards are time-based (service vesting) |
Other Directorships & Interlocks
- Large shareholder affiliations: Gladstone is a Partner at Atlas Venture; entities affiliated with Atlas Venture Fund XI beneficially own ~23.1% of THRD; footnote notes 29,917 THRD options held by Gladstone and that Atlas-affiliated partners disclaim beneficial ownership except for pecuniary interest .
- Compensation Committee composition: Bonita (OrbiMed) and Iwicki alongside Gladstone; OrbiMed Private Investments VII beneficially owns ~12.9%; Bonita’s option position disclosed; OrbiMed/Bonita disclaim beneficial ownership except for pecuniary interest .
- Related-party policy: Audit Committee (independent directors) must review/approve any related-person transactions >$120,000; considers arm’s-length terms and extent of related party interest .
Expertise & Qualifications
- Biotech venture creation, capital allocation and board governance experience (Atlas Venture) .
- Operating experience as THRD CEO during formative years .
- Scientific background (HIV vaccine research), Harvard B.S. biochemical sciences .
Equity Ownership
| Holder | Common Shares Beneficially Owned (as of 3/31/2025) | % of Outstanding | Options/RSUs (position disclosure) |
|---|---|---|---|
| Michael Gladstone | 0 | 0.0% (less than 1%) | 49,917 options outstanding as of 12/31/2024 |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities | Price | Post-Transaction Ownership | Security | SEC Filing URL |
|---|---|---|---|---|---|---|---|
| 2025-08-14 | 2025-08-11 | J (Other; disposition) | 43,584 | $0.00 | 0 | Stock Option | https://www.sec.gov/Archives/edgar/data/1923840/000141588925021824/0001415889-25-021824-index.htm |
| 2024-06-10 | 2024-06-06 | A (Award) | 20,000 | $13.85 | 20,000 | Director Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1923840/000141588924016210/0001415889-24-016210-index.htm |
| 2023-06-08 | 2023-06-06 | A (Award) | 16,250 | $5.03 | 16,250 | Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1923840/000120919123035381/0001209191-23-035381-index.htm |
| 2023-03-08 | 2023-03-06 | A (Award) | 13,667 | $4.20 | 13,667 | Employee Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1923840/000120919123017241/0001209191-23-017241-index.htm |
| 2023-03-08 | 2023-03-06 | D (Return to issuer) | 13,667 | $17.83 | 0 | Employee Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1923840/000120919123017241/0001209191-23-017241-index.htm |
Note: The 2025 “J-Other” disposition aligns with option terminations/adjustments typical in dissolution processes; THRD disclosed director option acceleration on Corporate Transactions, including Dissolution .
Governance Assessment
- Strengths
- Independence affirmed; Compensation Committee uses independent advisors and found no consultant conflicts .
- Attendance met thresholds; Board and committees active through 2024 .
- Anti-hedging policy applies to directors, supporting alignment; compensation recovery (clawback) policy adopted in 2023 for executives enhances accountability culture .
- Potential Conflicts / Red Flags
- Director option acceleration upon Corporate Transaction (including Dissolution) creates an incentive misalignment risk during dissolution decision-making; the proxy explicitly notes directors/officers may be more likely to approve Dissolution due to these benefits .
- Fund-affiliated directors (Atlas/OrbiMed) alongside large fund ownership (Atlas ~23.1%, OrbiMed ~12.9%) present governance optics; however, ownership footnotes and committee independence are disclosed and independence affirmed .
- THRD’s plan to terminate all equity plans upon Dissolution and option terminations/returns evidenced in Form 4 may reduce long-term alignment mechanisms post-Dissolution (option termination policy) and insider filings (see table above).
Appendix: Director Compensation Policy Details (Equity)
| Item | Policy |
|---|---|
| Initial grant | 40,000 options; 1/36 monthly vesting |
| Annual grant | 20,000 options; vest in full by 1-year anniversary or next AGM |
| Corporate Transaction | Accelerates outstanding non-employee director options (includes Dissolution) |
Additional Board and Process Disclosures Relevant to Governance
- 2024 meeting cadence: Board (4), Audit (4), Compensation (5), Nominating & Governance (5) .
- Dissolution process and reserve planning; Board authorized Dissolution, highlighted potential director/officer interests, and included investor protections and risk factors in proxy .
- Related-party transactions policy: Audit Committee oversight for material transactions with directors/5% holders .