Daniel K. Spiegelman
vTv TherapeuticsAbout Daniel K. Spiegelman
Independent director since June 2024; age 66. Former CFO/EVP of BioMarin Pharmaceutical (2012–2020), CFO/SVP of CV Therapeutics for ~11 years through its 2009 sale to Gilead, and Treasurer at Genentech. Education: MBA, Stanford Graduate School of Business; BS in Economics, Stanford. Current roles include Venture Partner at Samsara BioCapital and public company directorships at Spruce Biosciences, Maze Therapeutics, and Kyverna Therapeutics, among others. The Board designated him independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | CFO and EVP | 2012–2020 | Led finance during growth in rare disease portfolio |
| CV Therapeutics, Inc. | CFO and SVP | ~1998–2009 (11 years through sale) | Finance leadership through 2009 sale to Gilead |
| Genentech, Inc. | Treasurer | Prior to CV Therapeutics | Corporate treasury and capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Samsara BioCapital | Venture Partner | Current | Life sciences investor; related to VTVT board/ownership network |
| Spruce Biosciences, Inc. | Director | Current | Public biotech (per proxy listing) |
| Maze Therapeutics, Inc. | Director | Current | Biotech; proxy lists board service |
| Kyverna Therapeutics, Inc. | Director | Current | Biotech; proxy lists board service |
Board Governance
- Independence: Board determined Spiegelman is independent under Nasdaq rules and meets SEC/Nasdaq audit committee independence requirements. Designated an “audit committee financial expert.”
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member. Not on Compensation Committee.
- Attendance: In 2024 the Board met 7 times; all directors attended at least 94% of aggregate Board and committee meetings for which they were eligible. Annual meeting attendance: all but two directors attended the June 11, 2024 annual meeting. Individual director attendance percentages not disclosed.
- Voting safeguards: Post–Feb 2024 financing, certain material actions require approval by at least five directors; termination/appointment of CEO requires four directors excluding the CEO. Adds checks and balances.
- Related party oversight: Audit Committee (chaired by Spiegelman) reviews and approves related-party transactions under Nasdaq rules and company policy.
Fixed Compensation
| Component | Amount/Policy | 2024 Amount (USD) |
|---|---|---|
| Board annual cash retainer | $40,000 (paid quarterly) | Pro‑rated within fees earned |
| Non‑executive chair additional retainer | $35,000 | Not applicable to Spiegelman |
| Audit Chair cash retainer | $20,000 (annual) | Pro‑rated within fees earned |
| Nominating & Corp Gov member retainer | $4,000 (annual, members) | Pro‑rated within fees earned |
| Fees Earned or Paid in Cash (2024) | As reported | $35,314 |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Grant Date Fair Value (USD) |
|---|---|---|---|---|
| Stock options | Jun 25, 2024 | 6,000 | Vests monthly over 3 years | $85,765 |
| Annual/election equity policy | Initial appointment grant 6,000 options; annual re‑election grant 3,000 options (or equivalent RSUs/cash) | Policy disclosure | Initial: vests monthly over 3 years; Annual: generally 1‑year cliff | Policy (no $) |
- Performance metrics: No director performance metrics disclosed; equity awards are time‑based vesting, not tied to TSR/EBITDA, etc.
Other Directorships & Interlocks
| Entity | Type of Interlock | Governance/Ownership Link | Notes |
|---|---|---|---|
| Samsara BioCapital | Investor–director network | Samsara and lead investors received board nomination rights (3 seats) in Feb 2024; Samsara beneficially ~9.99% (subject to warrants/limits) | Spiegelman is a Venture Partner; Board also includes Samsara’s Dr. Akkaraju |
| Baker Brothers | Investor–director network | Lead investor; beneficial ownership constrained by 4.99%/19.99% limits via pre‑funded warrants; board seat via Dr. Cheong | Concentrated influence among investors with nomination rights |
| MacAndrews & Forbes (M&F) | Significant shareholder influence | Right to designate 2 directors as long as holdings threshold is met; ~47.39% beneficial |
Expertise & Qualifications
- Financial leadership: Former CFO roles (BioMarin, CV Therapeutics); Treasurer at Genentech. Designated audit committee financial expert.
- Industry: Decades in biopharma; board roles across clinical-stage and commercial biotech.
- Education: Stanford MBA (GSB); Stanford BS Economics.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Daniel K. Spiegelman | 1,833 | <0.1% |
- Computation includes options exercisable within 60 days where applicable, per proxy methodology; no specific option breakdown disclosed for Spiegelman.
Governance Assessment
- Strengths: Independent status; deep finance expertise; Audit Chair and designated financial expert; formal related‑party transaction policy and audit committee oversight; enhanced board voting procedures post‑financing. These support board effectiveness and investor confidence.
- Alignment: Director pay mixes cash retainers with equity options; grants are time‑based, providing some alignment without short‑term performance gaming. 2024 total director compensation for Spiegelman was $121,079 (cash $35,314; options $85,765).
- Interlocks/Influence: Venture Partner at Samsara while Samsara holds significant economic interests and board nomination rights presents an influence nexus; however, the Board has affirmatively determined independence and audit committee eligibility. Ongoing vigilance on related‑party reviews is warranted given investor rights and concentrated ownership.
- Attendance/Engagement: Company reports high attendance (≥94%) across directors in 2024; individual attendance for Spiegelman not separately disclosed.
- Policies: Securities Trading Policy prohibits short sales and derivatives, mandates pre‑clearance/blackout compliance—mitigates hedging misalignment risks; pledging prohibitions not explicitly disclosed.
RED FLAGS to monitor
- Investor nomination rights (Samsara/Baker) and M&F governance rights may create potential conflicts in strategic transactions; Audit Chair’s investor affiliations heighten the need for rigorous recusal and independent oversight on related‑party matters.
- Concentrated ownership (M&F ~47.39%) plus Tax Receivable Agreement may drive decisions not fully aligned with minority holders—board must ensure balanced consideration.
Director Compensation (Detail)
| Name | Fees Earned (USD) | Option Awards – Grant Date FV (USD) | Total (USD) |
|---|---|---|---|
| Daniel K. Spiegelman | $35,314 | $85,765 | $121,079 |
Insider Trades and Section 16 Compliance
- The company states all Section 16(a) filings in 2024 were timely to its knowledge, except for filings relating to Samsara LP and two filings by Dr. Akkaraju due to administrative errors; no exceptions cited for Spiegelman.
Related Party Transactions (Context)
- Securities Purchase Agreement (Feb 27, 2024) granted lead investors nomination rights (three directors), participation rights in financings, and board voting procedure changes; pre‑funded warrants carry beneficial ownership limits (4.99% or 9.99% with 61‑day notice). Audit Committee (chaired by Spiegelman) oversees related‑party transactions.
Notes on Say‑on‑Pay and Shareholder Feedback
- No say‑on‑pay proposal disclosed for 2025; company provides pay‑versus‑performance disclosure for NEOs as a smaller reporting company.
Compliance and Policies
- Related Person Transaction Policy: Audit Committee review/approval required for transactions >$120,000 with related persons; includes ongoing review of approved transactions.
- Code of Conduct and Ethics and posted charters available on company website; Audit Committee operates under a written charter.