David Goeddel
About David Goeddel
David Goeddel, Ph.D. (age 73) is an independent director of Tenaya Therapeutics and has served on the board since August 2016; he is nominated for a new three-year term through 2028 . He is Managing Partner of The Column Group (since 2007) and a renowned biotech founder/operator: first scientist at Genentech (1978–1993), co-founder of Tularik (CEO 1996–2004), and Senior VP at Amgen until May 2006; he holds a B.A. in chemistry (UC San Diego) and a Ph.D. in biochemistry (University of Colorado) and is a member of the National Academy of Sciences and the American Academy of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech | First scientist; Fellow, Staff Scientist, Director of Molecular Biology | 1978–1993 | Built foundational molecular biology programs |
| Tularik, Inc. | Co-founder; VP Research; Chief Executive Officer | Founded Nov 1991; CEO 1996–2004 | Led public biotech strategy and execution |
| Amgen, Inc. | Senior Vice President | Until May 2006 | Senior operating leadership at large-cap biotech |
| The Column Group | Managing Partner | Since 2007 | Venture leadership; significant shareholder in TNYA via affiliated funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| A2 Biotherapeutics, Inc. (private) | Chairman & Director | Current | Privately held biopharma |
| Hexagon Bio, Inc. (private) | Chairman & Director | Current | Privately held biopharma |
| NGM Biopharmaceuticals, Inc. (public) | Director (prior) | Prior service (most recent among several) | Public biotech |
| RAPT Therapeutics, Inc. (public) | Director (prior) | Prior service | Public biotech |
| Nura Bio; Surrozen; Exonics; Peloton Therapeutics | Director (prior) | Prior service | Mix of public/private |
Board Governance
- Committees: Corporate Governance & Nominating (member; committee currently comprises Drs. Goeddel and Srivastava; Chair is Dr. Srivastava) ; Science & Technology (member) .
- Independence: Board determined Goeddel is independent under Nasdaq listing standards; eight of nine directors are independent .
- Attendance: In FY2024, the board held seven meetings; each director attended at least 75% of board and committee meetings for which they served; all directors attended the 2024 annual meeting of stockholders .
- Committee activity: Corporate Governance & Nominating held two meetings in 2024; Science & Technology held three meetings in 2024 .
- Board leadership: The Chair is Dr. R. Sanders Williams; CEO and Chair roles are separated to reinforce independent oversight .
Fixed Compensation
| Component | Amount / Terms | Evidence |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 per year | |
| Committee cash fees (chair) | Audit $15,000; Compensation $10,000; Governance $8,000; Science & Technology $10,000 | |
| Committee cash fees (member) | Audit $7,500; Compensation $5,000; Governance $4,000; Science & Technology $5,000 | |
| Non-executive Chair | $30,000 per year | |
| Lead Independent Director | $20,000 per year | |
| 2024 actual compensation (Goeddel) | Cash fees $74,000; Option awards grant-date fair value $50,823; Total $124,823 | |
| 2023 actual compensation (Goeddel) | Cash fees $69,000; Option awards grant-date fair value $159,889; Total $228,889 |
Performance Compensation
| Director Equity Program Parameters | Specifics | Evidence |
|---|---|---|
| Initial Option Award (new directors) | Grant-date fair value $320,000; vest monthly over 36 months; capped at 68,000 shares post Mar 2023 restatement (previously 40,000 post Dec 2022 restatement) | |
| Annual Option Award | Grant-date fair value $160,000; vests in full on first anniversary or prior to next annual meeting; capped at 34,000 shares post Mar 2023 restatement (previously 20,000 post Dec 2022 restatement) | |
| Exercise Price / Term | Exercise price = FMV at grant; max term 10 years | |
| Change-in-Control Treatment | Full vesting acceleration of outstanding director equity if serving through change-in-control date | |
| Annual Compensation Limit | Aggregate cash + equity ≤ $500,000 per fiscal year (equity valued at grant-date fair value under U.S. GAAP) |
Note: Director equity awards are time-based options; no director-specific performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director equity grants .
Other Directorships & Interlocks
| Item | Details | Evidence |
|---|---|---|
| Independence determination | Goeddel deemed independent by board under Nasdaq rules | |
| Major shareholder affiliation | Entities affiliated with The Column Group beneficially own 102,954,244 shares (47.60%); Goeddel is a Managing Partner and may be deemed to share voting/investment power; customary disclaimers of beneficial ownership except for pecuniary interest | |
| Participation in company financings | March 2025 unit offering: funds affiliated with The Column Group purchased 37,936,506 shares and Series A/B warrants (total purchase ~$35.0M); disclosure notes Goeddel’s role at TCG | |
| Related party transaction oversight | Audit committee reviews and pre-approves related party transactions ≥$120,000 |
Expertise & Qualifications
- Deep biotech operator/investor spanning Genentech, Tularik, Amgen, and The Column Group; board experience across public and private life sciences .
- Scientific credentials: National Academy of Sciences; American Academy of Arts and Sciences; Ph.D. in biochemistry (University of Colorado) .
- Skill fit: Corporate governance, R&D strategy oversight (Science & Technology committee) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Entities affiliated with The Column Group | 102,954,244 | 47.60% (based on 162,660,097 shares outstanding) | Includes large warrant positions (Series A: 35,714,284; Series B: 17,857,142) held by TCG Opportunity III LP; general partner entities may be deemed to have voting/investment power; managing partners include David V. Goeddel |
| David Goeddel (line item in table) | 102,954,244 | 47.60% (reflects TCG-affiliated holdings) | Goeddel identified as director; standard beneficial ownership calculation per SEC rules |
| Stock options held by Goeddel (as of 12/31/2024) | 103,259 options outstanding | — | As disclosed in director option holdings |
Policy indicators:
- Hedging/pledging prohibited: Directors may not engage in short sales, publicly traded options, hedging instruments, or pledge company securities; margin accounts also prohibited .
Fixed/Performance Compensation Trend (Goeddel)
| Year | Cash Fees ($) | Option Grants – Grant-Date FV ($) | Total ($) |
|---|---|---|---|
| 2023 | 69,000 | 159,889 | 228,889 |
| 2024 | 74,000 | 50,823 | 124,823 |
Shareholder Voting Signal (2025 Annual Meeting)
| Proposal | For | Withheld/Against | Broker Non-Votes | Outcome |
|---|---|---|---|---|
| Election: David Goeddel | 80,444,762 | 8,262,596 withheld | 32,241,417 | Elected to 2028 |
| Election: Jeffrey T. Walsh | 70,717,277 | 17,990,081 withheld | 32,241,417 | Elected |
| Election: R. Sanders Williams | 70,410,874 | 18,296,484 withheld | 32,241,417 | Elected |
| Auditor ratification | 120,339,858 for; 416,705 against; 192,213 abstain | — | 0 | Approved |
Governance Assessment
-
Strengths
- Independent status affirmed; separation of Chair/CEO supports objective oversight .
- Active governance role (Corporate Governance & Nominating) and technical oversight (Science & Technology); committees met regularly in 2024; attendance at least 75% .
- Strong shareholder support in 2025 vote; robust director equity guardrails (annual $500k cap), and anti-hedging/pledging policy limits misalignment risk .
-
Potential conflicts and monitoring points
- RED FLAG: The Column Group’s 47.6% beneficial ownership and significant participation in 2024/2025 financings implicate related-party dynamics; Goeddel is Managing Partner and may be deemed to share voting/investment power (though beneficial ownership is disclaimed except for pecuniary interest). Continued audit committee oversight of transactions is critical .
- Equity awards to directors are time-based options with change-in-control acceleration; while market-standard, acceleration can be investor-sensitive—ensure alignment with long-term performance .
-
Alignment
- Option-based director equity with prohibitions on hedging/pledging supports alignment; ownership exposure via TCG funds likely intensifies focus on capital raising and governance outcomes .
Overall: Goeddel brings top-tier biotech governance and scientific expertise. The dominant TCG stake is the primary governance sensitivity; current independence determination and related party review processes mitigate, but investors should watch financing terms and committee decisions for potential interlock effects .