Jeffrey Walsh
About Jeffrey T. Walsh
Independent director at Tenaya Therapeutics since March 2020; age 59 as of March 31, 2025. Walsh is a career biotech/operator and finance executive: CEO of NChroma Bio (since January 2025) following service as CEO of Nvelop Therapeutics (April 2023–January 2025) and prior roles including COO, CFO, and Chief Strategy Officer at bluebird bio (2011–2021). He holds a B.A. in sociology and economics from Yale and an M.B.A. from Northwestern’s Kellogg School. He is nominated for a new three-year board term ending at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NChroma Bio, Inc. (private) | Chief Executive Officer | Jan 2025–present | Genetic medicines leadership; successor entity post-merger with Nvelop |
| Nvelop Therapeutics, Inc. (private) | Chief Executive Officer | Apr 2023–Jan 2025 | CEO through merger into NChroma |
| Third Rock Ventures | Venture Partner (part-time) | Jan 2022–Apr 2023 | Company creation/BD support |
| bluebird bio, Inc. | Strategic Advisor; COO; CFO; Chief Strategy Officer | 2011–2021 | Led operations, finance, strategy at a public gene therapy company |
| Taligen Therapeutics, Inc. | Chief Business Officer | 2008–2011 | Led BD until acquisition by Alexion |
| Inotek Pharmaceuticals Corp. | Senior roles | 2004–2008 | BD/operations/finance roles |
| EXACT Sciences Corporation | Senior roles | 2000–2004 | Sales/operations/finance |
| PathoGenesis Corp. | Senior roles | 1998–2000 | Sales/operations/finance |
| Allscripts Healthcare Solutions Inc. | Senior roles | 1995–1998 | Sales/operations/finance |
| SmithKline Beecham Corporation | Finance and worldwide BD | 1987–1995 | Early career finance/BD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tevard Biosciences (private) | Director | Not disclosed | Private biotech board member |
Board Governance
- Independence: The board determined Walsh is independent under Nasdaq rules. Eight of nine directors are independent; CEO Faraz Ali is not independent.
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert.” Audit Committee held 4 meetings in 2024.
- Compensation Committee: Member. Committee held 6 meetings in 2024.
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board structure and risk oversight: Independent Chair (R. Sanders Williams, M.D.); committees oversee financial reporting, compensation risk, governance/conflicts, and R&D pipeline risk.
Fixed Compensation (Director)
- Cash retainer policy (non-employee directors):
- Base: $40,000; Audit chair: $15,000; Audit member: $7,500; Compensation chair: $10,000; Compensation member: $5,000; Board Chair: $30,000; other committee chairs/members as disclosed. Paid quarterly.
- Equity policy (non-employee directors):
- Initial option award: grant-date fair value $320,000, capped at 68,000 shares, vests monthly over 36 months.
- Annual option award: grant-date fair value $160,000, capped at 34,000 shares, vests in full by next annual meeting (1-year). Change-in-control: full acceleration. Max annual director comp $500,000.
| Director Compensation (2024) | Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | 60,000 |
| Option Awards (grant-date fair value, ASC 718) | 50,823 |
| Total | 110,823 |
Notes: Walsh’s $60k cash is consistent with $40k base + $15k Audit Chair + $5k Compensation member.
Performance Compensation (Director Equity)
- Award framework: Annual option award sized by grant-date fair value ($160k), typically vesting by next annual meeting.
- Recent director option grants to Walsh (Form 4):
- Oct 18, 2024: 34,000 stock options awarded at $2.04 exercise price; post-transaction derivative holdings 34,000.
- May 29, 2025: 107,400 stock options awarded at $0.4444 exercise price; post-transaction derivative holdings 107,400.
- Typical vesting: Per policy, annual director option awards vest fully by the next annual meeting (or 1 year from grant).
Monitoring note: The May 29, 2025 Form 4 shows a 107,400-share option grant. The 2025 proxy describes an annual award share cap of 34,000 for non-employee directors; investors may wish to confirm whether the board amended the policy or approved a special award/exception after the proxy date.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Walsh |
| Current private company boards | Tevard Biosciences (director) |
| Committee roles elsewhere | Not disclosed |
| Interlocks/conflicts | No related-person transactions involving Walsh disclosed. Audit Committee reviews/approves any related party transactions >$120k. |
Expertise & Qualifications
- Audit and finance: Former CFO and COO; designated audit committee financial expert at Tenaya.
- Strategy/BD/operator: Senior executive roles across gene therapy and therapeutics companies (bluebird bio, Taligen) and healthcare IT.
- Education: B.A. Yale; M.B.A. Northwestern Kellogg.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 109,259 shares | “*” indicates <1% of outstanding; all attributable to options exercisable within 60 days. |
| Options outstanding (12/31/2024) | 143,259 options | Aggregate options held as of FY-end 2024. |
| Pledged shares | Prohibited by policy (hedging/pledging not allowed for directors). | |
| Recent insider option awards | 34,000 @ $2.04 (10/18/2024); 107,400 @ $0.4444 (5/29/2025) | As reported on Form 4. |
Governance Assessment
- Strengths supporting investor confidence
- Independent director; Audit Chair and designated financial expert—key for oversight of controls, reporting, and auditor independence.
- Robust committee activity in 2024 (Audit: 4 meetings; Compensation: 6) and board/committee attendance ≥75%; full director attendance at 2024 AGM.
- Clear policy prohibiting hedging/pledging by directors, aligning with best practices.
- No related-party transactions disclosed involving Walsh; Audit Committee charter includes related-party oversight.
- Alignment and incentives
- Director pay mix weighted to equity via annual options (time-based vesting to next AGM), plus modest cash retainers; Walsh’s 2024 comp $110,823 total (cash $60k; options grant-date value $50,823).
- Beneficial ownership via options (<1% overall), with ongoing option awards, supports some alignment, though absolute ownership is small relative to outstanding shares.
- Watch items / potential red flags
- Form 4 on May 29, 2025 reports a 107,400-share director option grant; the 2025 proxy states an annual award cap of 34,000 shares. Investors should request clarity on whether policy was amended or an exception was approved post-proxy.
- Concentrated shareholder base (The Column Group ~47.6%); not directly a Walsh issue, but relevant to board dynamics and independence perceptions.
Overall: Walsh brings deep operating and finance expertise, chairs the audit function effectively per disclosed meeting cadence and “financial expert” designation, and maintains independence with solid attendance. Equity-heavy director pay and anti-hedging/pledging policies support alignment, but the size of the May 2025 option grant relative to stated policy warrants follow-up for policy consistency.