Chris Cain
About Chris Cain
Chris Cain, Ph.D., age 41, joined Viridian Therapeutics’ Board in March 2025 as an independent Class I director. He is Director of Research at Fairmount Funds Management LLC (since April 2020) with prior investing roles at Samsara BioCapital, Apple Tree Partners, and RA Capital, and earlier as a writer/editor at BioCentury. He holds a B.A. from UC Santa Barbara and a Ph.D. in Biochemistry & Molecular Biology from UCSF . He was appointed effective March 10, 2025, and will be compensated under the company’s non‑employee director policy; Viridian intends to enter into its standard indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Funds Management LLC | Director of Research | Apr 2020 – present | Healthcare public/private investing; significant shareholder of VRDN via Fairmount affiliates |
| Samsara BioCapital | Vice President | Feb 2019 – Feb 2020 | Biotherapeutics-focused venture investing |
| Apple Tree Partners | Investor | 2016 – Jan 2019 | Life sciences venture investing |
| RA Capital Management | Investor | Prior to 2016 | Healthcare public/private investing |
| BioCentury Publications | Writer and Editor | Prior roles | Industry analysis and communication |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cogent Biosciences, Inc. (Nasdaq: COGT) | Director | Current | Board service disclosed by Viridian |
| Jade Biosciences, Inc. | Director | Current | Board service disclosed by Viridian |
Board Governance
- Board class/term: Class I nominee up for election to serve until the 2028 annual meeting . Independent director under Nasdaq rules (all non‑employee directors deemed independent) .
- Leadership/structure: Independent Chairman (Tomas Kiselak). Independent directors hold executive sessions at every regular Board meeting .
- Committee assignments (effective March 2025): Chairperson, Nominating & Corporate Governance; Member, Audit; Member, Science & Technology . Committee compositions in 2025 Proxy show Cain as Audit member and Nominating chair; Science member .
- 2024 meeting cadence for context: Board met 10x; Audit 4x; Compensation 4x; Nominating 2x; Science 5x. All then‑current directors met ≥75% attendance in 2024 (Cain joined in 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 | Paid during the 12 months following each annual meeting |
| Additional retainer – Board Chair | $30,000 (2024); $32,500 (effective Jan 1, 2025) | Not applicable to Cain unless he becomes Chair |
| Committee fees – Audit | Member: $10,000; Chair: $20,000 | Annual amounts |
| Committee fees – Compensation | Member: $7,500; Chair: $15,000 | Annual amounts |
| Committee fees – Nominating | Member: $5,000; Chair: $10,000 | Annual amounts |
| Committee fees – Science & Technology | Member: $7,500; Chair: $15,000 | Annual amounts |
Performance Compensation
| Equity Element | Typical Grant | Vesting | Notes |
|---|---|---|---|
| Initial option grant upon appointment | 42,000 options | 36 equal monthly installments | Exercise price = fair market value on grant date |
| Annual option grant upon re‑election | 21,000 options | Full vest on earlier of 1‑year anniversary or next annual meeting | Exercise price = fair market value on grant date |
| Director annual comp cap | $500,000 total (cash + equity); $1,000,000 in first appointment year | N/A | Based on grant‑date fair values; board may approve exceptions in extraordinary circumstances |
Other Directorships & Interlocks
- Internal interlocks: Fairmount affiliates own ~16.6% of VRDN; Fairmount also holds two Board seats (Kiselak and Cain). Certain directors remit fees/option economics to Fairmount; Cain and Kiselak disclaim beneficial ownership and are obligated to turn over net cash/stock from options to Fairmount funds .
- Related-party exposures:
- Paragon Agreements (Fairmount is ≥5% holder of Paragon JV): amended license with $4.0M upfront (Sep 2024) and potential milestones/royalties; may be considered related-party due to Fairmount’s positions; company states arm’s-length, market rate terms .
- Zenas BioPharma Agreements (Fairmount ≥5% holder and board seat): ongoing license/supply and 2024/2025 amendments; considered related-party; company asserts arm’s‑length, market rate terms .
Expertise & Qualifications
- Scientific/biotech investing and company-building expertise across venture and public healthcare strategies .
- Governance: Chair of Nominating & Corporate Governance; Audit Committee member; exposure to R&D strategy via Science & Technology Committee .
- Independence affirmed by Board under Nasdaq rules .
- Overboarding policy compliance: Company policy limits ≤5 public boards (≤3 if an active public company executive). All current directors are in compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Chris Cain, Ph.D. | 2,333 | <1% | Consists entirely of options exercisable as of Mar 31, 2025 or within 60 days; Cain obligated to remit net cash/stock from options to Fairmount funds; disclaims beneficial ownership of options and underlying shares |
| Anti‑hedging/pledging policy | — | — | Prohibits short sales, derivative transactions, and hedging by directors; pledging requires pre‑clearance |
| Form 3 (initial) | — | — | Initial statement of beneficial ownership filed upon appointment March 10, 2025 |
Governance Assessment
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Strengths
- Independent director with deep biotech investing and R&D literacy; chairs Nominating & Corporate Governance and sits on Audit and Science, aligning expertise with oversight needs .
- Board structure includes independent Chair and routine executive sessions; committee independence affirmed; related‑party transactions reviewed under written policy and primarily overseen by the Audit Committee .
- Director compensation is balanced (cash + options) with clear vesting and a formal cap; anti‑hedging policy in place .
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Watch items / potential conflicts
- Fairmount influence: Fairmount is a 16.6% holder with two board seats; Cain’s director option economics flow to Fairmount, potentially aligning him more with a major holder than with minority shareholders. Oversight is mitigated by independence determinations and related‑party review, but continued disclosure and recusal practices are important when Fairmount‑affiliated counterparties are involved (e.g., Paragon, Zenas) .
- Say‑on‑Pay support was 58% in 2024 (second consecutive year <70%), signaling shareholder sensitivity to compensation/governance; the company conducted outreach and enhanced disclosures. As a governance committee chair, Cain will be a focal point for further responsiveness and board refreshment practices .
- Equity plan overhang would rise to ~25% if the amended plan is approved; while common in biotech, this dilution level requires disciplined grant practices that the Compensation Committee and full Board must oversee .
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Independence/attendance
- Independence affirmed; Cain joined in 2025, so 2024 attendance stats do not apply to him. Board/committee meeting cadence indicates meaningful time commitments (Audit 4x; Nominating 2x; Science 5x in 2024) .
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Bottom line: Cain brings relevant scientific investing and governance skill to VRDN. The key governance risk is perceived sponsor influence via Fairmount; robust Audit Committee oversight of related‑party transactions, transparent director compensation arrangements (including Fairmount remittance), and proactive shareholder engagement on compensation and dilution are critical to sustaining investor confidence .