Tomas Kiselak
About Tomas Kiselak
Independent director of Zenas BioPharma since September 2020; age 38 as of April 28, 2025. Managing Member and co‑founder of Fairmount Funds Management LLC, with prior investing role at RA Capital; brings extensive healthcare/life sciences investment and public-company board experience. Education: B.S. in neuroscience and economics, Amherst College. Current external board roles include Chairman of Viridian Therapeutics (Nasdaq: VRDN) and director at Apogee Therapeutics (Nasdaq: APGE) and Spyre Therapeutics (Nasdaq: SYRE); previously director at Dianthus Therapeutics (Nasdaq: DNTH) until March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Funds Management LLC | Managing Member; Co‑founder | Since April 2016 | Healthcare specialist investor; firm affiliation relevant to ZBIO ownership |
| RA Capital Management, LLC | Managing Director (prior role) | Not disclosed | Life sciences investing experience |
| Dianthus Therapeutics, Inc. (Nasdaq: DNTH) | Director | Until March 2025 | Left board March 2025 |
External Roles
| Company | Role | Notes |
|---|---|---|
| Viridian Therapeutics, Inc. (Nasdaq: VRDN) | Chairman of the Board | Current position |
| Apogee Therapeutics, Inc. (Nasdaq: APGE) | Director | Current position |
| Spyre Therapeutics, Inc. (Nasdaq: SYRE) | Director | Current position |
| Several private companies | Director | Current roles (names not disclosed) |
Board Governance
- Independence: Board determined all directors other than CEO Leon Moulder are independent under Nasdaq and SEC rules; this includes Mr. Kiselak .
- Committees and roles (ZBIO): Member, Nominating & Corporate Governance Committee; not a committee chair (Nominating & Corporate Governance Committee Chair is Jake Nunn) .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings during their period of service. The Nominating & Corporate Governance Committee was established around the IPO and did not meet in 2024 .
Fixed Compensation
| Component (Director) | Amount/Policy | Period/Notes |
|---|---|---|
| Cash fees earned | $12,833 | FY2024 (Mr. Kiselak) |
| Board annual cash retainer | $40,000 | Policy adopted September 2024 (effective for FY2024) |
| Nominating & Corporate Governance Committee member retainer | $4,000 | FY2024 policy |
| Nominating & Corporate Governance Committee member retainer | $5,000 | FY2025 revised policy |
| Additional fees (chair roles) | Nominating & Corporate Governance Chair: $8,000 (FY2024); $10,000 (FY2025) | Chair is not Mr. Kiselak |
Performance Compensation
| Equity Award | Grant Date | Shares/Type | Exercise Price | Vesting | Year-End Status |
|---|---|---|---|---|---|
| Initial non‑employee director option grant | September 2024 | 37,000 options | $17.00/share | Annual vesting over three years following grant, service‑based | 37,000 options outstanding as of 12/31/2024 |
Notes: In connection with the IPO, non‑employee directors received option grants under the 2024 Plan with terms above; annual director grants are 18,500 options, vesting on the earlier of one year from grant or immediately prior to the next annual meeting, subject to continued service . No specific performance metrics apply to director equity; vesting is time‑based .
Other Directorships & Interlocks
| Entity | Relationship/Role | Interlock or Transaction Relevance |
|---|---|---|
| Fairmount Healthcare Fund II LP | Beneficial holder of 1,892,806 ZBIO shares (4.5%); Mr. Kiselak is a managing member of Fairmount’s GP and may be deemed to share voting/investment power; disclaimers apply | Director affiliation with significant shareholder; disclosed beneficial ownership and control relationships |
| Viridian Therapeutics, Inc. | Mr. Kiselak is Chairman | ZBIO has multiple Viridian agreements (license, manufacturing, and support letters) granting ZBIO rights in Greater China for IGF‑1R antibody programs; transaction considered related party because Fairmount >5% holder in ZBIO and ≥10% holder in Viridian; company states arm’s‑length terms; 2024 amounts immaterial |
| Dianthus Therapeutics, Inc. | Former ZBIO director through March 2025 | ZBIO held an option/license for ZB005 later novated to Tenacia; related party characterization focused on Tellus/Moulder at the time; provides context for historical program relationships |
Expertise & Qualifications
- Extensive healthcare and life sciences investment experience with board service across multiple public biotechs; co‑founded Fairmount Funds in 2016 and previously was Managing Director at RA Capital .
- Governance experience as Chairman at a public biotech (Viridian) and director at APGE and SYRE .
- Academic background in neuroscience and economics (Amherst College) supporting scientific and financial literacy on the board .
Equity Ownership
| Holder/Capacity | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Fairmount Healthcare Fund II LP (affiliated with Mr. Kiselak) | 1,892,806 | 4.5% | Shares held by Fund II; Fairmount is investment manager; Fairmount GP’s managing members (including Mr. Kiselak) may be deemed to have voting/investment power; all parties disclaim beneficial ownership except to extent of pecuniary interest |
| Director stock options outstanding (Mr. Kiselak) | 37,000 options | N/A | Outstanding as of 12/31/2024; separate from beneficial ownership line above |
Potential Conflicts & Related‑Party Exposure
- Significant shareholder affiliation: Entities affiliated with Fairmount (where Mr. Kiselak is a managing member) beneficially own 4.5% of ZBIO, creating a potential perceived influence over governance and strategic decisions; disclosure includes control relationships and disclaimers of beneficial ownership except to pecuniary interest .
- Viridian agreements: ZBIO’s license/manufacturing/support agreements with Viridian (where Fairmount is ≥10% holder and holds two Viridian board seats) were negotiated on arm’s‑length terms; 2024 amounts recognized were immaterial; Audit Committee reviews related‑party transactions per policy .
- Series C financing participation: Entities affiliated with Fairmount purchased 2,614,287 Series C Preferred shares in May 2024 for $4,499,998, reflecting capital support but also reinforcing related‑party presence on the register .
Policy & Safeguards
- Independence and committee oversight: Board determined Mr. Kiselak is independent; Nominating & Corporate Governance Committee oversees independence/conflict matters; Audit Committee reviews and approves related‑person transactions .
- Conduct policies: Company has an insider trading policy that prohibits hedging by directors, and a related‑person transaction policy detailing approval standards (arm’s‑length terms, materiality) .
Governance Assessment
- Strengths: Independent director with deep life sciences investing/board experience; active on the Nominating & Corporate Governance Committee; attended at least 75% of meetings in 2024; equity‑heavy director pay aligns with shareholder outcomes via options .
- Considerations/RED FLAGS:
- Director‑affiliated fund is a top shareholder (4.5%) and participated in the pre‑IPO financing; requires continued vigilance on recusals and related‑party review to mitigate perceived influence .
- Viridian related‑party agreements (while disclosed as arm’s‑length and immaterial in 2024) intersect with Mr. Kiselak’s chair role at Viridian and Fairmount’s holdings; ongoing monitoring of transaction terms and approvals is advisable .
- Engagement note: Nominating & Corporate Governance Committee did not meet in 2024 given its establishment around the IPO; assess 2025 activity to evaluate ongoing board refresh/succession oversight cadence .