Tomas Kiselak
About Tomas Kiselak
Independent Chairman of the Board at Viridian Therapeutics since June 2021; director since October 2020. Age 38 as of April 25, 2025. Co‑founder and Managing Member at Fairmount Funds; former Managing Director at RA Capital Management. BA in Neuroscience and Economics from Amherst College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Funds Management LLC | Managing Member, Co‑founder | Since April 2016 | Life sciences investor; multiple board seats across biotech |
| RA Capital Management, LLC | Managing Director | Prior to Fairmount (date not disclosed) | Healthcare/life science investment experience |
External Roles
| Company | Role | Tenure/Date | Committees/Notes |
|---|---|---|---|
| Apogee Therapeutics (Nasdaq: APGE) | Director | Current (date not disclosed) | — |
| Spyre Therapeutics (Nasdaq: SYRE) | Director | Current | — |
| Dianthus Therapeutics (Nasdaq: DNTH) | Director | Current | — |
| Zenas Biopharma (Nasdaq: ZBIO) | Director | Current | — |
| Jade Biosciences (private) | Director | Current | — |
Board Governance
- Independence: Board determined all current non‑employee directors, including Kiselak, are independent under Nasdaq rules .
- Board leadership: Independent Chairman since June 2021; sets agendas, presides over independent director sessions; separation of Chair and CEO intended to strengthen oversight .
- Committees and roles:
- Compensation Committee member; committee met 4 times in 2024; independent composition .
- Nominating & Corporate Governance Committee member; met 2 times in 2024; independent; responsible for director selection and governance principles .
- Science & Technology Committee Chair; met 5 times in 2024; provides R&D and pipeline oversight .
- Not on Audit Committee .
- Attendance: Board met 10 times in 2024; each then‑current director attended at least 75% of aggregate Board and committee meetings; executive sessions of independent directors available at every regular Board meeting .
- Overboarding controls: Policy limits non‑executive directors to ≤5 public boards; Board confirms all current directors comply .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Kiselak) | $97,070 | Earned/paid in cash |
| 2024 Option Awards (Grant‑date FV) | $185,307 | Equity grant accounting value |
| 2024 Total Director Compensation | $282,377 | Cash + option award grant‑date FV |
| Standard Annual Board Retainer | $40,000 | Non‑employee directors |
| Additional Chair Retainer | $30,000 (2024); $32,500 effective 1/1/2025 | Paid to Board Chair |
| Committee Fees (Member/Chair) | Audit: $10,000/$20,000; Compensation: $7,500/$15,000; Nominating: $5,000/$10,000; Science: $7,500/$15,000 | Annual fees per committee assignment |
Performance Compensation
| Equity Grant Type | Quantum | Vesting | Exercise Price Basis | Notes |
|---|---|---|---|---|
| Annual Director Option Grant | 21,000 options | Vests in full on earlier of 1‑year from grant or next annual meeting (continued service) | FMV on grant date | Granted after each Annual Meeting |
| Initial Director Option Grant (new appointees) | 42,000 options | 36 equal monthly installments (continued service) | FMV on grant date | Applies to directors appointed/elected in 2024 |
- Non‑employee director compensation limit: Aggregate cash + equity value capped at $500,000 per calendar year; $1,000,000 in first year; exceptions only in extraordinary circumstances and recipient may not participate in the decision .
Other Directorships & Interlocks
- Significant shareholder link: Entities affiliated with Fairmount Funds beneficially own ~16.6% of VRDN; Fairmount also manages vehicles for which Kiselak serves; conversion of preferred shares subject to 19.99% ownership cap .
- Director option proceeds remitted to Fairmount: Kiselak’s options granted for Board service are held for investment vehicles managed by Fairmount; he must turn over any net cash or stock from options to Fairmount and disclaims beneficial ownership of options and underlying shares .
- Related‑party transactions:
- Paragon agreements (antibody discovery, licenses, development): may be related party because Fairmount is a ≥5% VRDN holder, has two VRDN board seats, and is a ≥5% holder of Paragon; transactions described as arm’s‑length and market‑rate .
- Zenas BioPharma license/manufacturing and China clinical support agreements: may be related party because Fairmount is a ≥5% VRDN holder, has two VRDN board seats, and is a ≥5% Zenas holder with a Zenas board seat; transactions described as arm’s‑length and market‑rate .
Expertise & Qualifications
- Life sciences investment and governance expertise from Fairmount and RA Capital roles; experience advising biotech companies; qualifies to contribute strategic insight .
- Scientific and financial background (Neuroscience/Economics BA) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Tomas Kiselak | 71,600 | <1% | Consists of options exercisable within 60 days; subject to arrangement to remit proceeds to Fairmount; disclaims beneficial ownership of options and underlying shares |
| Fairmount‑affiliated entities | 15,556,685 | 16.60% | Common + common underlying preferred stock (subject to 19.99% cap); as per Schedule 13D; shared voting/dispositive power described |
- Anti‑hedging/pledging: Directors subject to robust insider trading policy, prohibiting short sales, derivatives, and hedging without pre‑clearance; pledging requires pre‑clearance; Section 16 insiders prohibited from derivative transactions; policy filed with 2024 10‑K .
- Section 16 compliance: Company believes all insiders, including directors, timely filed required Forms 3/4/5 during 2024 .
Governance Assessment
- Strengths:
- Independent Chair role held by Kiselak; separation from CEO enhances oversight; independent majorities on key committees (Audit, Compensation, Nominating; Kiselak sits on Comp and Nom, chairs Science) .
- Active committees with defined meeting cadence (Audit 4, Compensation 4, Nominating 2, Science 5 in 2024) supporting board effectiveness .
- Overboarding limits and compliance reduce distraction risk; formal clawback policy; anti‑hedging/pledging policy; director pay cap curbs excess compensation .
- Stockholder engagement following low 2024 say‑on‑pay (58% support) led to expanded compensation disclosure; responsiveness to investor feedback .
- Risks/Red Flags:
- Fairmount influence: Significant shareholding and two board seats; Kiselak’s and another director’s option economics remitted to Fairmount; presence in related‑party counterparties (Paragon, Zenas) introduces perceived conflicts despite arm’s‑length assertions .
- Say‑on‑pay approval below typical thresholds (58% in 2024; second consecutive <70%), signaling investor concerns around pay design; while not director pay, it reflects governance sentiment .
- Mitigants:
- Board affirms director independence; committee independence; independent chair; related‑party transactions disclosed and characterized as market‑rate and arm’s‑length .
- Director compensation structure aligned via modest cash retainer and time‑based equity with annual vesting; aggregate annual compensation well below policy caps .
Overall signal: Independent chairmanship and active committee leadership by Kiselak support board effectiveness; however, Fairmount’s ownership and transactional ties warrant continuous monitoring for conflicts, with transparency and recusal practices crucial to sustaining investor confidence .