Amy Burroughs
About Amy Burroughs
Amy Burroughs (age 54) is an independent Class II director of Tenaya Therapeutics, serving on the board since 2022; her current term runs through the 2026 annual meeting . She is President and CEO (and a director) of Cleave Therapeutics (since April 2019) and previously held leadership, advisory, and commercial roles across life sciences and consumer sectors, with an educational background in Computer Science (BA, Dartmouth) and an MBA from Harvard Business School (Baker Scholar) . She serves on the Audit Committee and has been a member of the Corporate Governance and Nominating Committee, with the board affirming audit committee independence and financial literacy for its members . Board attendance thresholds have been met, with each director attending at least 75% of meetings in 2024, and all directors attending the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 5AM Ventures | Executive in Residence | Dec 2017–Mar 2019 | Advised portfolio; Senior Advisor to Crinetics (Mar 2018–Apr 2019) |
| Crinetics Pharmaceuticals (5AM portfolio) | Senior Advisor | Mar 2018–Apr 2019 | Strategic advisory |
| The Ventral Group | Founder & Managing Partner | May 2015–Dec 2017 | Strategic life sciences consulting and investor advisory |
| Egon Zehnder International | Leadership development, talent, governance (earlier career) | Not disclosed | Leadership/talent advisory |
| APT Pharmaceuticals | Chief Commercial Officer; Head of Business Development (earlier career) | Not disclosed | Commercial leadership |
| Genentech | Commercial leadership (earlier career) | Not disclosed | Commercial roles |
| Procter & Gamble | Brand management (earlier career) | Not disclosed | Brand leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Cleave Therapeutics, Inc. | President, CEO, and Director | Apr 2019–Present | Private | Oncology and neurodegeneration focus |
| DiaMedica Therapeutics, Inc. | Director | Jul 2021–Mar 2023 | Public | Board service in biotech |
Board Governance
- Board class and term: Class II; Director since 2022; current term expires 2026 .
- Committees: Audit Committee member; Corporate Governance and Nominating Committee member (noted in director nominee profile) .
- Audit chair: Jeffrey T. Walsh chairs the Audit Committee (Burroughs as member); the board determined all audit members meet SEC/Nasdaq independence and financial literacy requirements .
- Board meetings and attendance: In 2024 the board held seven meetings; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting . In 2022 the board held six meetings; each director other than Dr. Srivastava attended at least 75%; Corporate Governance & Nominating Committee held three meetings in 2022 .
- Election history: Nominated and elected as a Class II director at the 2023 annual meeting (term through 2026) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Paid or Earned in Cash ($) | 3,085 | 42,500 | 47,400 |
| Committee chair fees | Not disclosed | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed |
| Director compensation annual limit | — | — | $500,000 aggregate cap for cash+equity under Outside Director Compensation Policy |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($, grant-date fair value) | 74,844 | 79,945 | 50,823 |
| Options Outstanding (as-of year-end) | 40,000 (as of 12/31/2022) | 54,766 (as of 12/31/2023) | 88,766 (as of 12/31/2024) |
| Equity award terms | 10-year max term; exercise price at 100% of FMV on grant date | 10-year max term; FMV strike | 10-year max term; FMV strike |
| Change-in-control treatment | Full vesting acceleration for non-employee director equity upon change-in-control (subject to serving through CoC date) | Full acceleration | Full acceleration |
Notes: Option award fair values computed under ASC 718; directors realize value only if stock price exceeds exercise price . Outside Director Compensation Policy caps total annual director compensation at $500,000 (cash+equity, measured at grant-date fair value) .
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Conflict Notes |
|---|---|---|---|
| DiaMedica Therapeutics, Inc. | Director | Prior (Jul 2021–Mar 2023) | No interlocks with TNYA directors disclosed in proxies; compensation committee interlocks in 2024 show no officer/employee service by members and no reciprocal executive interlocks |
| Cleave Therapeutics, Inc. | President, CEO, and Director | Current (Private) | No related-party transactions with TNYA disclosed in provided proxy excerpts; audit committee oversees related-party reviews |
Expertise & Qualifications
- Industry expertise: Biotechnology and pharmaceutical sectors; executive leadership and broad commercial experience across biopharma and consumer .
- Qualifications highlighted by TNYA: Board believes she is qualified due to biopharma knowledge and leadership experience as an executive and public company director in life sciences .
- Education: BA in Computer Science (minor in Economics), Dartmouth; MBA, Harvard Business School (Baker Scholar) .
Equity Ownership
| Metric | As-of Date | Value |
|---|---|---|
| Beneficial Ownership (shares) | March 31, 2023 | 5,555 shares; less than 1% of outstanding |
| Options Outstanding | Dec 31, 2022 | 40,000 options |
| Options Outstanding | Dec 31, 2023 | 54,766 options |
| Options Outstanding | Dec 31, 2024 | 88,766 options |
| Shares Outstanding (for ownership calculation) | March 31, 2023 | 66,865,424 shares |
| Pledging/Hedging | — | Not disclosed in provided proxy excerpts; audit committee oversees conflicts and related-party reviews |
Governance Assessment
- Independence and committee roles: Audit Committee membership with board-confirmed SEC/Nasdaq independence and financial literacy supports governance quality and financial oversight; prior membership in Corporate Governance & Nominating further indicates engagement in board composition, conflicts review, and governance framework .
- Attendance and engagement: Meets or exceeds attendance thresholds; board held seven meetings in 2024 with each director attending at least 75% and full attendance at the 2024 annual meeting—positive signal for engagement .
- Compensation mix: Director pay is modest and primarily cash plus non-employee stock options; annual option grant values decreased from 2023 to 2024 ($79,945 to $50,823), with cash fees increasing slightly—no apparent pay anomalies; policy cap at $500,000 constrains pay inflation risk .
- Alignment and red flags: Beneficial ownership is small (5,555 shares as of 3/31/2023) with growing option overhang (88,766 as of 12/31/2024); non-employee director equity fully accelerates upon change-in-control, which can reduce long-term alignment at transaction time—investors should note this structure .
- Potential conflicts: Current CEO role at Cleave Therapeutics (private) in biopharma may create thematic overlap but no related-party transactions are disclosed in the provided proxy excerpts; audit committee chartered to review conflicts and related-party transactions .