Barbara Weber
About Barbara Weber
Barbara Weber, M.D., is President, Chief Executive Officer, and Director of Tango Therapeutics, serving as CEO since March 2017; she is 68 years old and previously was a Venture Partner at Third Rock Ventures (2015–2022), SVP Oncology Translational Medicine at Novartis (2009–2015), VP Oncology at GSK (2005–2009), and Professor of Medicine and Genetics at the University of Pennsylvania (1994–2005) . She holds a B.S. in Chemistry and an M.D. from the University of Washington, completed a residency in internal medicine at Yale, and a fellowship in Medical Oncology at the Dana-Farber Cancer Institute . 2024 corporate objectives were largely achieved, resulting in a CEO cash bonus payout at 113% of target, supported by progress in clinical programs (TNG462 and TNG260), portfolio focus decisions (discontinuation of TNG908 in glioblastoma), and IND clearance for TNG456 in January 2025 . The board separates the roles of Chair and CEO (Alexis Borisy is Chair), and all directors other than Dr. Weber are independent, mitigating dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Third Rock Ventures | Venture Partner | 2015–2022 | Led formation of Tango Therapeutics . |
| Novartis | SVP, Oncology Translational Medicine | 2009–2015 | Led translational oncology efforts . |
| GSK | Vice President, Oncology | 2005–2009 | Senior oncology leadership . |
| University of Pennsylvania | Professor, Medicine and Genetics | 1994–2005 | Academic leadership in oncology and genetics . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Revolution Medicines, Inc. (NASDAQ: RVMD) | Director | Since April 2018 | Public biopharma directorship . |
| FOG Pharma (private) | Director | Since October 2018 | Private biopharma board seat . |
| OPY Acquisition Corp. I (NASDAQ: OHAA) | Director | Oct 2021–Dec 2023 | SPAC director role . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus Paid ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 659,996 | 60% | 396,000 | 447,477 | 6,541,200 |
| 2023 | 625,997 | — | — | 396,576 | 3,391,059 |
| 2022 | 575,000 | — | — | 363,688 | 4,681,787 |
- CEO pay ratio (2024): 22:1, based on median employee compensation of $294,361 and CEO total compensation of $6,541,200 .
Performance Compensation
- Annual cash incentive (2024): CEO bonus determined solely by corporate performance; board approved payout at 113% of target .
| Metric Area | Weighting | Target | Actual/Payout | Notes/Drivers | Vesting/Payment |
|---|---|---|---|---|---|
| Corporate performance (aggregate) | 100% (CEO) | Board-set annual operating plan | 113% of target | Clinical progress (TNG462, TNG260), IND for TNG456; portfolio focus; publications/conferences | Paid as annual cash bonus |
| Corporate Strategy sub-metric | — | — | 90% achievement | Some financial metrics below targets | Included in corporate metric |
| People sub-metric | — | — | 120% achievement | Key hires; turnover below market | Included in corporate metric |
- 2024 equity grants (grant date February 1, 2024): time-based options and RSUs under 2021 plan, approved 12/10/2023 .
| Grant Type | Grant Date | Shares/Units | Exercise Price ($) | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| RSU | 2/1/2024 | 87,168 | — | 1,070,423 | 2024 annual grant |
| Stock Option | 2/1/2024 | 523,012 | 12.28 | 4,345,288 | 2024 annual grant |
- Equity grant timing policy: annual grants in February; policy states no timing to benefit from MNPI around awards; disclosure of grants near material disclosures included per Item 402(x) with immaterial price change .
Equity Ownership & Alignment
- Beneficial ownership (as of April 1, 2025): 5,123,715 shares (4.7% of outstanding); comprised of 1,456,344 common shares plus options to purchase 3,667,371 shares exercisable within 60 days .
- Hedging/pledging: Company policy prohibits short sales, derivatives, and pledging for executives and directors .
- Trading/lock-up: Dr. Weber was a signatory to an October 2025 offering lock-up (Exhibit B), indicating near-term sale restrictions following the financing .
- 2024 equity activity: 29,848 RSUs vested (value realized $371,906); no stock option exercises in 2024 .
Outstanding equity awards at 12/31/2024 (Dr. Weber):
| Grant Date | Vesting Commencement | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| 1/24/2019 | 1/1/2019 | 219,151 | — | 1.53 | 1/23/2029 | — | — |
| 1/30/2020 | 1/1/2020 | 219,150 | — | 1.65 | 1/29/2030 | — | — |
| 1/28/2021 | 1/1/2021 | 1,257,313 | 26,752 | 3.50 | 1/27/2031 | — | — |
| 8/12/2021 | 8/12/2021 | 801,170 | 160,234 | 9.56 | 8/11/2031 | — | — |
| 2/1/2022 | 1/1/2022 | 455,729 | 169,271 | 9.22 | 1/31/2032 | — | — |
| 3/1/2023 | 1/1/2023 | 257,443 | 279,830 | 5.20 | 2/28/2033 | 59,697 | 184,464 |
| 2/1/2024 | 1/1/2024 | — | 523,012 | 12.28 | 1/31/2034 | 87,168 | 269,349 |
Notes: RSU market values use $3.09 closing price on 12/31/2024 (for RSU valuation) .
Employment Terms
- Employment: At-will; base salary subject to periodic review; eligible for annual bonus set as % of base salary; eligible for employee benefits .
- Termination without cause / resignation for good reason (outside change-in-control window): 12 months base salary continuation, pro-rated target bonus for year of termination (paid over 12 months), prior-year earned but unpaid bonus, up to 12 months COBRA subsidy, and 12 months of acceleration for time-based equity .
- Double-trigger change-in-control (termination without cause or for good reason within 12 months post-CIC): lump sum 18 months base salary (or pre-CIC salary if higher), 1.5x target annual bonus, pro-rated target annual bonus for year of termination, prior-year earned but unpaid bonus, up to 18 months COBRA subsidy, and 100% acceleration of time-based equity .
- Estimated potential payments (assuming 12/31/2024 termination; $3.09 share price for equity calculations):
| Scenario | Severance ($) | Cash Incentive ($) | Healthcare ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Outside CIC window | 660,000 | 396,000 | 17,029 | 182,013 | 1,255,042 |
| Within 12 months of CIC | 990,000 | 594,000 | 25,544 | 895,312 | 2,504,856 |
- Clawback: Compensation recovery policy adopted Oct 2, 2023 (SEC/Nasdaq compliant) requiring recovery of incentive compensation after restatements within a 3-year lookback .
- No single-trigger CIC payments; no tax gross-ups .
- Hedging/pledging of company stock prohibited by policy .
Board Service & Governance
- Board class/service: Class III Director since March 2017 .
- Committee roles: Dr. Weber is an executive director; board committees (Audit; Compensation; Nominating & Corporate Governance) are fully independent; she is not listed as a committee member .
- Independence: All directors other than Dr. Weber are independent; board separates Chair (Alexis Borisy) and CEO roles .
- Attendance: In 2024, all directors attended at least 75% of board and applicable committee meetings .
- Director compensation: Dr. Weber receives no additional compensation for board service as an employee-director .
- Non-employee director policy (context): $40,000 annual cash retainer; annual option (37,500 sh) and RSU (6,250 sh) grants; additional fees for chair/memberships; equity vests per policy; increases approved in 2024 to align with peers .
Say-on-Pay & Shareholder Feedback
- 2025 advisory votes: Say-on-Pay passed (For: 63,495,351; Against: 20,089,177; Abstain: 34,362; Broker non-votes: 13,226,662); stockholders selected annual Say-on-Pay frequency (One Year: 72,992,992; Two Years: 992; Three Years: 10,589,359; Abstain: 35,547) .
Related Party Transactions (Governance Red Flags to Monitor)
- Sesame Therapeutics (2024): Tango licensed certain know-how for $100,000 upfront plus milestones/royalties; related party due to Dr. Weber and Mr. Borisy’s roles and holdings (and Nextech affiliation); approved by non-interested board members .
- Revolution Medicines (2024): Clinical trial collaboration and supply agreement for RAS inhibitors; related party given common relationships; approved by non-interested audit committee members .
Compensation Committee Analysis
- Committee composition: Independent directors Malte Peters (Chair), Mace Rothenberg, John Ketchum; three meetings in 2024 .
- Responsibilities: Executive/director pay, plan administration, severance/CIC protections, and use of independent advisors .
- Advisor: Pearl Meyer serves as independent compensation consultant; pay-for-performance emphasis; no single-trigger CIC; no tax gross-ups; clawback implemented .
Performance & Track Record Highlights
- Pipeline and strategy execution (2024–early 2025): Positive Phase 1/2 data for TNG462; portfolio focus away from TNG908 glioblastoma; IND cleared for TNG456; proof-of-mechanism for TNG260; collaboration progress with Gilead .
- Pay-for-performance outcome: 2024 CEO bonus at 113% of target reflecting outperformance on multiple corporate objectives .
- CAP vs TSR disclosure: Company disclosed three-year “Compensation Actually Paid” vs TSR and vs net loss charts in the 2025 proxy .
- Adverse proceedings: Company reports no material adverse proceedings involving directors/officers .
- Leadership changes: CLO resignation disclosed August 2025 (not CEO/CFO) .
Investment Implications
- Alignment and at-risk mix: Dr. Weber’s 2024 equity awards ($5.42M combined options/RSUs) far exceed salary ($660k), reinforcing a high at-risk, equity-heavy mix; beneficial ownership of 4.7% (including 3.67M options exercisable within 60 days) supports alignment with shareholders .
- Retention/transition: Severance (12 months salary and pro-rata target bonus) and double-trigger CIC benefits (18 months salary, 1.5x target bonus, full acceleration of time-based equity) provide retention and orderly transition incentives without single-trigger risks or tax gross-ups .
- Selling pressure: No option exercises in 2024 and a 2025 financing lock-up signature reduce near-term selling overhang; 29,848 RSUs vested in 2024 indicate routine vesting-driven supply that appears manageable .
- Governance watch-items: Related party transactions with entities where Dr. Weber has roles (Sesame; Revolution Medicines collaboration) were approved by non-interested directors, but warrant ongoing monitoring for conflicts as clinical/commercial stakes rise .
- Pay outcomes tied to execution: 2024 bonus payout at 113% tracks to clinical and operational progress; continued delivery on TNG462/TNG456/TNG260 milestones is likely to drive future pay outcomes and potential equity realizations .
