Phillip Donenberg
About Phillip B. Donenberg
Phillip B. Donenberg, CPA (age 64), has served as an independent director of Taysha Gene Therapies since August 2020; he is a seasoned biotech CFO and audit chair, designated by the Board as an “audit committee financial expert.” He holds a B.S. in accountancy from the University of Illinois and is a Certified Public Accountant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jaguar Gene Therapy, LLC | SVP & Chief Financial Officer | Feb 2020 – Mar 2023 | Senior finance leadership at private gene therapy company |
| Assertio Therapeutics, Inc. | SVP & Chief Financial Officer | Jul 2018 – Nov 2018 | Public pharma CFO |
| AveXis, Inc. | SVP & Chief Financial Officer | 2017 – Jun 2018 | Public gene therapy CFO |
| AveXis, Inc. | VP, Corporate Controller | 2016 – 2017 | Financial reporting leadership |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tectonic Therapeutic, Inc. (formerly AVROBIO, Inc.) | Director; Chair, Audit Committee | Since Jun 2018 | Public biotech board; audit chair |
Board Governance
- Independence: The Board has affirmatively determined Mr. Donenberg is independent under Nasdaq standards.
- Board structure: CEO Sean P. Nolan serves as combined Chair/CEO; Board cites benefits of unified leadership.
- Board activity: Board met 5 times in FY2024; each director attended at least 75% of Board/committee meetings during their service period.
- Special Litigation Committee: The Board formed a special litigation committee in 2024 to investigate derivative claims.
- Hedging/pledging: Company insider trading policy prohibits short sales, options, hedging transactions, and use of margin accounts for directors/officers.
| Committee (FY2024) | Role of P. Donenberg | Meetings Held | Notes |
|---|---|---|---|
| Audit | Chair; member | 5 | Designated “audit committee financial expert” by the Board |
| Compensation | Member | 1 | Committee independent; uses Aon as consultant |
| Nominating & Corporate Governance | Not a member | — (acted by unanimous written consent twice) | Committee acted by consent; 0 formal meetings |
| Clinical & Scientific | Not a member | 4 | — |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned (FY2024 actual) | $55,000 | Sum of cash retainers earned in 2024 |
| Board annual cash retainer (policy) | $35,000 | Non-employee director cash retainer |
| Audit Committee Chair retainer (policy) | $15,000 | Additional annual cash to chair |
| Compensation Committee member retainer (policy) | $5,000 | Additional annual cash to members (non-chair) |
- His FY2024 cash fees ($55k) are consistent with the policy: $35k Board retainer + $15k Audit Chair + $5k Compensation member.
Performance Compensation
While directors are not paid based on financial/operational performance metrics, equity awards are structured to align interests and vest over service periods.
| Equity Element (FY2024 actual and policy) | Grant Size/Value | Vesting | Notes |
|---|---|---|---|
| RSU award (FY2024 actual value) | $156,027 | Per award terms; see outstanding count below | FY2024 grant fair value (ASC 718) |
| Stock option award (FY2024 actual value) | $231,334 | Per award terms | FY2024 grant fair value (ASC 718) |
| Annual grant (policy, from 2024 update) | Option: 118,750 sh; RSU: 59,375 sh | Vests fully by 1st anniversary/next AGM; full vest on CIC | Aggregate value capped at $325,000; under 2020 plan |
| Initial grant (policy, for new directors) | Option: 148,438 sh; RSU: 74,219 sh | Options vest monthly over 3 yrs; RSUs annually over 3 yrs; full vest on CIC | Under 2020 plan |
Director Compensation (FY2024)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $55,000 |
| Stock Awards (RSUs) | $156,027 |
| Option Awards | $231,334 |
| Total | $442,361 |
Outstanding director equity at 12/31/2024:
- RSUs outstanding: 49,220 units.
- Options outstanding: 204,811 options.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Tectonic Therapeutic, Inc. | Public biotech | Director; Audit Chair | No TSHA-related transactions disclosed with Tectonic; service noted for expertise |
Expertise & Qualifications
- CPA with extensive public-company CFO experience (AveXis, Assertio) and private gene therapy CFO experience (Jaguar).
- Designated “audit committee financial expert”; Board notes his formal education and CFO experience.
- Education: B.S. in Accountancy, University of Illinois Champaign-Urbana; CPA.
Equity Ownership
| Beneficial Ownership as of 3/31/2025 | Shares | % of Outstanding |
|---|---|---|
| Total beneficial ownership | 368,142 | <1% (asterisked as less than 1%) |
| Direct/common shares | 114,111 | — |
| Options exercisable within 60 days | 204,811 | — |
| RSUs vesting within 60 days | 49,220 | — |
Policy constraints:
- Prohibits directors from short sales, options, hedging transactions, and using margin accounts (reduces risk of hedging/pledging misalignment).
Related-Party Transactions and Insider Activity
| Date/Transaction | Instrument | Quantity/Price | Aggregate |
|---|---|---|---|
| Aug 14–16, 2023 Private Placement | Common stock purchase | 111,111 shares @ $0.90 | ~$0.1 million |
- Audit Committee reviews related-party transactions under Board policy; the above purchase was disclosed among broader investor participation.
Governance Assessment
- Positives: Independent director; Audit Chair and audit committee financial expert; deep biotech CFO experience; robust hedging/margin prohibitions; equity-heavy director pay aligns incentives; attendance met thresholds.
- Watch items:
- Combined Chair/CEO structure elevates importance of independent committee leadership; no separate lead independent director is disclosed.
- Special Litigation Committee formation in 2024 indicates pending or ongoing derivative-claim oversight; underscores need for strong audit and governance controls.
- Company-level nepotism disclosure (CEO’s children as employees) is a governance red flag for some investors; Audit Committee (which he chairs) oversees related-party policy.
- Compensation Committee met once in FY2024; cadence may merit monitoring given growth and financing needs.
Overall, Mr. Donenberg brings strong financial oversight and independence to TSHA’s Board, with clear alignment via equity compensation and meaningful audit leadership, offset by broader company governance structure considerations (combined Chair/CEO, special litigation committee presence, and nepotism disclosures).