DEF 14A of Spyre Therapeutics, Inc.
Filed Apr 10, 2026 · FY20250001636282-26-000039
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, the Board has fixed the number of directors constituting the Board at eight. At the Annual Meeting, the stockholders will vote to elect the three Class I director nominees named in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated Mark McKenna, Cameron Turtle and Laurie Stelzer for election to our Board. Mr. McKenna was appointed to the Board in February 2024 and was initially identified for a position on our Board by management and other directors, and Ms. Stelzer was appointed to the Board in November 2023 and was initially identified for a position on our Board by a third-party search firm. Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, who are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2027 Annual Meeting of Stockholders; and three Class III directors, whose terms expire at the 2028 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 10) | Position | | Mark McKenna | I | 46 | Director | | Cameron Turtle | I | 36 | Chief Executive Officer and Director | | Laurie Stelzer(1)(2) | I | 58 | Director | | Jeffrey Albers(2)(3) | II | 54 | Director | | Tomas Kiselak(3) | II | 39 | Director | | Peter Harwin(1) | III | 40 | Director | | Michael Henderson(2) | III | 36 | Director | | Sandra Milligan(1)(3) | III | 62 | Director |
Information Regarding Director Nominees and Continuing Directors
(1)Member of the Nominating Committee (2)Member of the Audit Committee (3)Member of the Compensation Committee
Class I Director Nominees
Class I Director Nominees Mark McKenna. Mr. McKenna has served as a director since February 2024. Mr. McKenna is the founder of Mirador Therapeutics, Inc., a biotechnology company, and has served as its Chairman and Chief Executive Officer since March 2024. Mr. McKenna has also served as chairman of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), a biotechnology company, since August 2023 and a director at New Amsterdam Pharma (Nasdaq: NAMS), a clinical biopharmaceutical company, since July 2024. In addition, Mr. McKenna has served as a venture partner at Arch Venture Partners, an investment firm, since February 2024 and Senior Advisor at Fairmount Funds Management LLC, a healthcare investment firm, since October 2023. Prior to Mirador, Mr. McKenna served as the President and Chief Executive Officer and a member of the board of directors of Prometheus Biosciences, Inc., a clinical stage biotechnology company, from September 2019 to June 2023, when Prometheus was acquired by Merck & Co, Inc. and as Chairman of the board of Prometheus from August 2021 to June 2023. Prior to Prometheus, Mr. McKenna was a corporate officer of Bausch Health Companies, Inc. and served as President of its subsidiary, Salix Pharmaceuticals, Inc., a pharmaceutical company, from March 2016 through August 2019. Prior to Salix Pharmaceuticals, Mr. McKenna spent more than a decade in various roles with Bausch + Lomb, also a division of Bausch Health Companies, Inc., most recently as Senior Vice President and General Manager of its U.S. Vision Care business. Mr. McKenna holds a B.S. in marketing from Arizona State University and an M.B.A. from Azusa Pacific University. Mr. McKenna was Ernst & Young's Entrepreneur of the Year in 2023. We believe Mr. McKenna is qualified to serve on our Board due to his extensive experience as an executive officer in the biopharmaceutical industry. Cameron Turtle, D. Phil. Dr. Turtle joined us as Chief Operating Officer in June 2023, and was appointed as our Chief Executive Officer and a director in November 2023. Prior to joining the Company, Dr. Turtle was an advisor to Pre-Merger Spyre from May 2023 to June 2023. Previously, he served as Venture Partner at Foresite Labs, a life sciences investment firm, from July 2022 to May 2023; Chief Strategy Officer of BridgeBio Pharma (Nasdaq: BBIO), a biopharmaceutical company, from January 2021 to April 2022; and Chief Business Officer of Eidos Therapeutics (Nasdaq: EIDX), a biopharmaceutical company, from November 2018 to January 2021, where he led business development, investor relations, and multiple operational functions as the company advanced an investigational medicine for a form of heart failure. Prior to joining BridgeBio and Eidos, he was a consultant at McKinsey & Company, where he worked with pharmaceutical and medical device companies on topics including M&A, growth strategy, clinical trial strategy, and sales force optimization. Dr. Turtle has served as a member of the board of directors of Damora Therapeutics, Inc. (Nasdaq: DMRA), a biotechnology company, since March 23, 2026 and Oruka Therapeutics, Inc. (Nasdaq: ORKA), a biotechnology company, from August 2024 to December 2025. Dr. Turtle received his B.S. with honors in Bioengineering from the University of Washington and his D.Phil. in Cardiovascular Medicine from the University of Oxford, St. John’s College. He is the recipient of several awards, including a Rhodes Scholarship, Goldwater Scholarship, Forbes 30 Under 30 and San Francisco Business Times 40 Under 40. We believe Dr. Turtle is qualified to serve on our Board due to his experience as a leader in building, financing, and shaping biopharma organizations from preclinical development to late-stage clinical trials and commercialization. Laurie Stelzer. Ms. Stelzer has served as a director since November 2023. Ms. Stelzer served as Chief Financial Officer of Kailera Therapeutics, Inc., a biotechnology company focused on developing therapies for obesity, from January 2025 to October 2025. Prior to joining Kailera, Ms. Stelzer served as Chief Financial Officer of Orna Therapeutics, Inc., a biotechnology company focused on RNA therapeutics, from May 2024 to January 2025. Prior to joining Orna, Ms. Stelzer served as Chief Financial Officer of ReNAgade Therapeutics, Inc., a biotechnology company focused on RNA therapeutics, from September 2023 to May 2024. Prior to joining ReNAgade, Ms. Stelzer served as Chief Financial Officer of Mirati Therapeutics, Inc. (Nasdaq: MRTX), a commercial-stage targeted oncology company, from May 2022 to September 2023. Prior to joining Mirati Therapeutics, Ms. Stelzer served as Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (acquired by Pfizer Inc.), a biopharmaceutical company, from March 2020 until the completion of Pfizer’s acquisition in March 2022. Prior to joining Arena Pharmaceuticals, Ms. Stelzer served as Chief Financial Officer at Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biopharma technology platform company, from June 2015 to March 2020, where she led the Finance, Information Technology, Business Development, Project Management and Site Operations organizations. Prior to joining Halozyme Therapeutics, Ms. Stelzer held senior management roles at Shire Plc (acquired by Takeda Pharmaceutical), including Senior Vice President of Finance, Division Chief Financial Officer for the Regenerative Medicine Division and Head of Investor Relations. Previously, she also worked at Amgen, Inc. (Nasdaq: AMGN), a global biopharmaceutical company, for 15 years, serving in positions of increasing responsibility in the areas of Finance, Treasury, Global Accounting and International/Emerging Markets. Ms. Stelzer has served as a member of the board of directors of MBX Biosciences, Inc. (Nasdaq: MBX), a clinical-stage biopharmaceutical company, since January 2026, Sionna Therapeutics (Nasdaq: SION), a clinical-stage cystic fibrosis company, since 2024, PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a precision oncology company, since 2020, Surface Oncology, Inc. (Nasdaq: SURF), a clinical-stage immune-oncology company, from 2018 until its acquisition by Coherus in September 2023 and Longboard Pharmaceuticals, a clinical-stage neurology company from 2020 to 2021. Ms. Stelzer received her B.S. in Accounting from Arizona State University and her M.B.A. from University of California, Los Angeles, Anderson School of Management. We believe Ms. Stelzer is qualified to serve on our Board because of her financial expertise and experience within the biopharmaceutical industry.
Class II Directors Continuing in Office
Class II Directors Continuing in Office Jeffrey Albers. Mr. Albers has served as a director since November 2023. Mr. Albers has over 25 years of experience working in the biopharmaceutical industry and bringing important new medicines to patients with cancer and rare diseases. He currently serves as Venture Partner at Atlas Venture, a venture capital firm focused on investment in biotechnology companies, since January 2023. Mr. Albers served as Chairman of Blueprint Medicines Corporation (Nasdaq: BPMC), a global precision therapy company, from June 2021 to July 2025, Executive Chairman from April 2022 to December 2022 and as Chief Executive Officer, President and Director from July 2014 to June 2021. Prior to joining Blueprint Medicines in July 2014, Mr. Albers was President of Algeta ASA, a Norwegian biotechnology company from January 2012 to April 2014, where he oversaw the U.S. business. Prior to Algeta ASA, from July 2005 to November 2011, Mr. Albers was at Genzyme Corporation, a biotechnology company that is now a wholly owned subsidiary of Sanofi S.A., most recently as Vice President of the U.S. hematology and oncology business unit. Mr. Albers serves on the board of directors of Kymera Therapeutics, Inc. (Nasdaq: KYMR) and several private companies, and previously served on the board of directors of Magenta Therapeutics, Inc. (which later became Dianthus Therapeutics, Inc. (Nasdaq: DNTH)) from July 2017 to September 2023. Mr. Albers received a B.S. from Indiana University and an M.B.A. and a J.D. from Georgetown University. We believe Mr. Albers is qualified to serve on our Board due to his extensive leadership experience in the biopharmaceutical industry. Tomas Kiselak. Mr. Kiselak has served as a director since June 2023. Mr. Kiselak is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Kiselak was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak currently serves as the chairman of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) since October 2020 and as a director for Apogee Therapeutics, Inc. (Nasdaq: APGE) since July 2023, Jade Biosciences, Inc. (Nasdaq: JBIO) since April 2025, and Zenas BioPharma, Inc. (Nasdaq: ZBIO) since September 2024, as well as several private companies. Mr. Kiselak previously served as a director for Dianthus Therapeutics, Inc. (Nasdaq: DNTH) from September 2023 to March 2025. He received a B.S. in neuroscience and economics from Amherst College. We believe Mr. Kiselak is qualified to serve on our Board because of his experience advising biotechnology companies and as a manager of funds specializing in the area of life sciences.
Class III Directors Continuing in Office
Class III Directors Continuing in Office Peter Harwin. Mr. Harwin has served as a director since June 2023. Mr. Harwin is a Founding Partner at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Harwin was a member of the investment team at Boxer Capital, LLC, an investment fund that was part of the Tavistock Group, based in San Diego. Mr. Harwin also serves as chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT), where he has served as a director since July 2020 and Crescent Biopharma, Inc. (Nasdaq: CBIO), where he has served as a director since June 2025, and has served as a director of Apogee Therapeutics, Inc. (Nasdaq: APGE) since July 2023, Damora Therapeutics, Inc. (Nasdaq: DMRA) since November 2025, Oruka Therapeutics, Inc. (Nasdaq: ORKA) since August 2024 and Paragon Therapeutics, Inc. (“Paragon”), a private company. Mr. Harwin previously served as a director for Viridian Therapeutics, Inc. (Nasdaq VRDN) from October 2020 to March 2025. Mr. Harwin holds a B.B.A. from Emory University. We believe Mr. Harwin is qualified to serve on our Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences. Michael Henderson, M.D. Dr. Henderson has served as a director since June 2023. Dr. Henderson has served as Chief Executive Officer of Apogee Therapeutics, Inc. (Nasdaq: APGE), a biotechnology company, since September 2022 as well as a member of its board of directors since June 2023. Dr. Henderson is an experienced biotechnology executive with expertise in business leadership, drug development, and commercial strategy. He has overseen the creation of multiple companies, launched a significant number of drug development programs, and led teams to two FDA approvals, to date. Prior to joining Apogee, Dr. Henderson served as Chief Business Officer of BridgeBio Pharma, Inc. (Nasdaq: BBIO), a commercial-stage biopharmaceutical company, from January 2020 to September 2022, where he was responsible for furthering the overarching strategy of BridgeBio, identifying and investing in new technologies and running business development and operations. Prior to holding that position, he spent two years serving as BridgeBio’s Senior Vice President, Asset Acquisition, Strategy and Operations, where he was responsible for business development, strategy and operations. Dr. Henderson joined BridgeBio as Vice President of Asset Acquisition, Strategy and Operations in April 2016. Dr. Henderson also served as the Chief Executive Officer of a number of BridgeBio’s subsidiaries. Prior to BridgeBio, Dr. Henderson worked at McKinsey & Company, a global management consulting firm, from January 2015 to April 2016 and prior to that, he co-founded PellePharm, Inc., a biotechnology company, in August 2011. Dr. Henderson previously served on the board of directors of ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD), a special purpose acquisition company focused on the healthcare industry, from February 2021 to August 2024. Dr. Henderson received his B.A. in global health from Harvard University and his M.D. from Stanford University. We believe Dr. Henderson is qualified to serve on our Board because of his experience in business leadership, drug development and commercial strategy in the area of life sciences. Sandra Milligan, M.D., J.D. Dr. Milligan has served as a director since May 2024. Dr. Milligan has served as SVP, Global Regulatory Affairs of Daiichi Sankyo, Inc. since February 2025. Prior to joining Daiichi, Dr. Milligan served as Interim CEO of Aspira Women’s Health (Nasdaq: AWH), a bio-analytical based women’s health company focused on the development of gynecologic disease diagnostic tools, from December 2024 to January 2025, and as President from April 2024 to February 2025. Previously, from 2020 to 2024, Dr. Milligan served as the Head of Research and Development of Organon & Co. (NYSE: OGN), a global healthcare company, and, from 2015 to 2020, as Senior Vice President and Head of Global Regulatory Affairs and Clinical Safety of Merck & Co. (NYSE: MRK), a global healthcare company. Previously, from 2012 to 2015, she served as Vice President of Product Development Regulatory for Genentech, Inc., a biotechnology company, and, from 2002 to 2012, she was at Amgen Inc. (Nasdaq: AMGN), a biotechnology company, in positions of increasing responsibility across legal and regulatory affairs functions. Dr. Milligan served in the United States Army Medical Corps from 1987 to 1994. Dr. Milligan has served as a member of the board of directors of Gossamer Bio, Inc. (Nasdaq: GOSS), a biopharmaceutical company, since June 2021. Dr. Milligan was on the board of directors of the Drug Information Association, or DIA, from 2011 to 2017, including serving as chair, and is now a DIA fellow. Dr. Milligan received a B.S. in Biology and a B.A. in Psychology from the University of California, Irvine. Additionally, she is a graduate of George Washington University School of Medicine and received a J.D. from the Georgetown University Law Center. We believe Dr. Milligan is qualified to serve on our Board because of her leadership experience in the biopharmaceutical industry and her expertise in clinical development and regulatory affairs, including within Inflammatory Bowel Disease. The Board recommends a vote “FOR” the election of each of the Class I director nominees set forth above.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Each of our non-employee directors receives compensation pursuant to the non-employee director cash and equity compensation program. This program provides for the following annual cash retainers;
DIRECTOR COMPENSATION
| Annual Cash Retainer | $40,000 | | Annual Board Chair Retainer: | $35,000 | | Audit Committee Retainers | | | Chair | $20,000 | | Non-Chair Member | $10,000 | | Compensation Committee Retainers: | | | Chair | $15,000 | | Non-Chair Member | $7,500 | | Nominating and Corporate Governance Committee Retainers: | | | Chair | $10,000 | | Non-Chair Member | $5,000 |
DIRECTOR COMPENSATION
Each non-employee director who initially joins our Board receives an initial grant of stock options having an aggregate grant date value of approximately $700,000 that vests in equal monthly installments over three years. Each non-employee director who is serving as of the date of the Annual Meeting will receive a grant of stock options with an aggregate grant date value approximately $350,000. Annual stock option grants vest in equal monthly installments over one year or, if earlier, upon the next Annual Meeting of Stockholders; however, beginning in 2026, such grants will instead vest in full upon the earlier of the first anniversary of the grant date or the next Annual Meeting of Stockholders. A director is only eligible to receive an annual stock option grant if the Annual Meeting is more than six months following the director’s appointment to the Board. On May 29, 2025, each of our non-employee directors received a grant of stock options to purchase 25,000 shares of our common stock. As shown below, the aggregate grant date value of such option awards granted to each non-employee director was $248,675; such amount was lower than the $350,000 aggregate grant date value prescribed by the program in light of stock price volatility between the date on which the number of options was calculated and the date of grant and responsible equity use considerations. In addition, all non-employee directors are reimbursed their reasonable travel expenses incurred in attending board and committee meetings. The following table provides information for the year ended December 31, 2025 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2025. Employees who served on our Board during 2025 did not receive additional compensation for such service.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Jeffrey Albers | 100,000 | 248,675 | 348,675 | | Peter Harwin | 45,000 | 248,675 | 293,675 | | Michael Henderson | 50,000 | 248,675 | 298,675 | | Tomas Kiselak | 47,500 | 248,675 | 296,175 | | Mark McKenna | 40,000 | 248,675 | 288,675 | | Sandra Milligan, M.D., J.D. | 57,500 | 248,675 | 306,175 | | Laurie Stelzer | 65,000 | 248,675 | 313,675 |
DIRECTOR COMPENSATION
(1)The amounts reported in this column represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2025, as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). For more information regarding the assumptions underlying the grant date fair value of stock options, please read Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the non-employee directors from the awards. As of December 31, 2025, our non-employee directors held the following number of outstanding stock options: (i) Mr. Albers, 86,323; (ii) Mr. Harwin, 114,323; (iii) Dr. Henderson, 114,323; (iv) Mr. Kiselak, 114,323; (v) Mr. McKenna, 542,000 (including 477,000 options granted to Mr. McKenna in November 2023 for his service as a consultant prior to joining our Board, which vest over four years); (vi) Dr. Milligan, 46,980; and (vii) Ms. Stelzer, 86,323.
2025 Executive Compensation Highlights
2025 Executive Compensation Highlights In 2025, our compensation committee structured pay decisions for the NEOs to align with our compensation philosophy, stockholder interests, and overall business strategy, including: •Base salaries – We made incremental adjustments to 2025 base salaries of our NEOs based on our review of roles, responsibilities and market competitiveness; •Annual bonuses – Our annual bonus program was based on goals tied to advancing the portfolio and pipeline, plus broader corporate metrics. In 2025, we achieved each target result, all stretch goals and additional expansions of our pipeline and financial resources which resulted in an annual bonus payout of 130% of target; and •Equity grants – Consistent with our annual grant practices since the closing of our reverse merger in 2023, we granted stock options to our NEOs in 2025 to align with stockholder interests and long-term company performance.
Compensation Mix
Compensation Mix Given the significance of pay and performance alignment to our executive compensation philosophy, long-term equity incentive compensation makes up the largest component of each NEO’s total target compensation each year, resulting in 92% of our Chief Executive Officer's compensation and 81% of the average of our other NEOs’ compensation being “at risk.” Total target compensation includes each NEO’s base salary, target annual bonus and target long-term incentive award value, which in 2025 was granted as stock options. The Compensation Committee does not have any formal policies for allocating total compensation among the various components. Instead, the Compensation Committee relies on its judgment as well as the advice from its independent compensation consultant, including peer group practices. The pay mix for our NEOs reflected in the charts below was based on our compensation philosophy and practices described above, which is designed to be aligned with market competitive practices. Our executive compensation program includes a number of governance best practices:
Compensation Consultant
Compensation Consultant During 2025, our Compensation Committee engaged Alpine Rewards (“Alpine”) as its independent compensation consultant. Alpine assisted our Compensation Committee in designing the executive compensation program for 2025, which included review and recommendations regarding our 2025 peer group described below, a review and analysis of our target compensation levels and practices relative to the 2025 peer group, an evaluation of our non-employee director compensation program, and recommendations regarding the design of our annual and long-term incentive compensation, and an annual risk assessment. Other than its services as independent compensation consultant, Alpine did not provide any other services to us during 2025. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), our Compensation Committee concluded that there are no conflicts of interest with respect to the engagement of Alpine by our Compensation Committee.
Peer Group
Peer Group In September 2024, our Compensation Committee, in consultation with Alpine, reviewed our peer group to be used in establishing executive compensation for 2025. Our peer group focuses on U.S.-based, earlier-stage clinical biotechnology/pharmaceutical companies (with priority placed on companies with a similar therapeutic focus) with a market capitalization ranging from $500 million to $4.5 billion and an employee population of less than 200 employees. Based on its review, ACELYRIN, Aclaris Therapeutics, Inc., Allakos Inc., Alpine Immune Sciences, Inc., Cabaletta Bio, Inc., Morphic Holdings, Inc., RAPT Therapeutics, Inc., and Ventyx Biosciences, Inc. were removed from our peer group and Contineum Therapeutics, Inc., Disc Medicine, Inc., Dyne Therapeutics, Inc., Keros Therapeutics, Inc., Nurix Therapeutics, Inc., Stoke Therapeutics, Inc., Structure Therapeutics Inc., and Xencor Inc. were added to ensure the peer group remains appropriate. The 2025 peer group, which was approved by the Board, includes the following companies:
Peer Group
| AnaptysBio, Inc. | Disc Medicine, Inc. | Nurix Therapeutics, Inc. | | Apogee Therapeutics, Inc. | Dyne Therapeutics, Inc. | Pliant Therapeutics, Inc. | | Arcellx, Inc. | IGM Biosciences, Inc. | Stoke Therapeutics, Inc. | | Astria Therapeutics, Inc. | Janux Therapeutics, Inc. | Structure Therapeutics Inc. | | Celldex Therapeutics, Inc. | Keros Therapeutics, Inc. | Vera Therapeutics, Inc. | | Contineum Therapeutics, Inc. | Kymera Therapeutics, Inc. | Xencor Inc. |
Peer Group
At the time of approval in September 2024, the Company ranked at the 48th percentile in market capitalization and the 20th percentile in employee population based on information available. In August 2025, our Compensation Committee, in consultation with Alpine, evaluated our peer group and re-focused it on U.S.-based, pre-commercial biotechnology/pharmaceutical companies (with priority placed on companies with a similar therapeutic focus) with a market capitalization ranging from $400 million to $4.0 billion and an employee population of less than 200 employees. Based on its evaluation, 89bio, Inc., Dianthus Therapeutics, Inc., and Oruka Therapeutics, Inc. were added and Contineum Therapeutics, Inc., IGM Biosciences, Inc., and Pliant Therapeutics, Inc. were removed for the peer group used in establishing executive compensation for 2026 in order to ensure that the peer group appropriately reflects companies having a similar market capitalization, pipeline stage, employee population and other relevant factors.
Annual Bonus Program
Annual Bonus Program We provide our NEOs with the opportunity to earn annual cash incentives to encourage the achievement of corporate objectives. We established our annual bonus program to motivate our executives to achieve short-term financial and business objectives, reflecting our “pay for performance” culture, resulting in a significant portion of NEO compensation tying directly to Company achievements. For each NEO, the target annual bonus opportunity is determined as a percentage of his or her base salary (as indicated in the table below) and is established by the Compensation Committee in consultation with Alpine, based on market data from companies in our peer group. No changes were made to our NEOs’ target bonuses for 2025, which are set forth below:
Annual Bonus Program
| Named Executive Officer | 2025 Target Bonus (as a % of Base Salary) | | Cameron Turtle | 55% | | Scott Burrows | 40% | | Sheldon Sloan | 40% | | Heidy King-Jones | 40% |
Annual Bonus Program
The Board approved the objectives and key targeted results and stretch goals applicable to the 2025 annual bonus program for our executives in December 2024. These milestones were intended to measure our performance in the following categories: Portfolio and Corporate, as further described below. The level of attainment of these performance milestones determines our NEOs’ earned annual bonuses.
Annual Bonus Program
| # | Objective | Weight | Summary of Key Result | Timing | Achieved | | 1 | Portfolio: Advance IBD and ex-IBD Programs | 80% | Readout topline Phase 1 data for SPY002 and SPY003 | Q2-Q4 | 100% | | | | | Prepare regulatory submissions for IBD and RA programs, execute on site activation plan for SKYLINE trial and commence RA study | | | | | | | Advance preparations for Phase 3 development | | | | 2 | Portfolio: Additional Advancement of Pipeline | Stretch 10% | Evaluate additional product candidates | Q3-Q4 | 100% | | | | | Execute on site activation and patient enrollment plans for SKYLINE and RA trials | | | | 3 | Corporate: Establish and Resource Spyre as an I&I Leader | 20% | Secure company investment and continue development and execution of plans across Finance and Human Resources functions to support Spyre’s growth and business plans | Q1-Q4 | 100% | | 4 | Corporate: Additional Support | Stretch 10% | Secure additional company investment | Q4 | 100% |
Annual Bonus Program
At the end of 2025, the Board and the Compensation Committee reviewed the Company’s performance against these performance measures and determined that performance was achieved at an aggregate of 130% of target, including 120% of target to recognize the timely achievement of each target result and all stretch goals, and an additional 10% of target to recognize the Company’s additional performance of expanding its RA study to include RA, axSpA and PsA and securing additional company investment materially beyond stretch goal expectations. As a result, each NEO received an annual bonus for 2025 equal to 130% of target, as follows:
Annual Bonus Program
| Named Executive Officer | 2025 Target Bonus | 2025 Annual Bonus | | Cameron Turtle | $365,750 | $475,475 | | Scott Burrows | $196,000 | $254,800 | | Sheldon Sloan | $201,200 | $261,560 | | Heidy King-Jones | $196,000 | $254,800 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation For 2025, after taking into account the results of Alpine's market assessment, reviewing the practices of companies in our peer group and considering the important retentive value and performance alignment of our long-term incentive strategy, our Compensation Committee determined that it was appropriate to continue to use stock options as 100% of the annual long-term incentive awards granted to our NEOs. In determining the target value of our NEOs’ long-term incentive awards, the Compensation Committee considered the value of each NEO’s existing outstanding equity awards and market data regarding the 50th and 75th percentiles of long-term incentive award values for similar executives at other companies in our peer group. In light of these considerations, our Compensation Committee targeted a grant value of approximately $7,500,000 for Dr. Turtle and $1,950,000 for each of our other NEOs and the number of stock options to be granted to each NEO was calculated as explained in Note (2) of the table below. Accordingly, on January 15, 2025, Dr. Turtle received stock options to purchase 370,000 shares of our common stock and each of our other NEO’s received stock options to purchase 95,500 shares of our common stock. The number of stock options granted were determined based on a 30-day average December 31, 2024. The annual stock options vest in equal monthly installments through the fourth anniversary of the grant date.
Long-Term Incentive Compensation
| Named Executive Officer | 2025 Target LTI Value ($)(1) | 2025 Annual Stock Options Granted(2) | Grant Date Fair Value of Options Granted ($)(3) | | Cameron Turtle | 7,500,000 | 370,000 | 5,552,886 | | Scott Burrows | 1,950,000 | 95,500 | 1,433,245 | | Sheldon Sloan | 1,950,000 | 95,500 | 1,433,245 | | Heidy King-Jones | 1,950,000 | 95,500 | 1,433,245 |
Long-Term Incentive Compensation
(1) Peer group information based on pre-commercial U.S.-based, earlier stage clinical biotechnology/pharmaceutical companies (with priority placed on companies with a similar therapeutic focus) with a market capitalization ranging from $500 million to $4.5 billion and an employee population of less than 200 employees. (2) The number of stock options granted was calculated by converting the 2025 target long-term incentive value based on a 30-day average closing stock price of $24.94 per share as of December 31, 2024 and a Black-Scholes factor of approximately 81.92%. As a result, the 2025 target long-term incentive value differs from the grant date fair value reflected in this table and the “Summary Compensation Table” and “Grants of Plan-Based Awards Table” below. (3) Amounts reported in this column represent the aggregate grant date fair value of stock options granted to the NEOs, as computed in accordance with FASB ASC Topic 718. See Note 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for more information regarding the assumptions used in calculating the grant date fair value of stock options.
Equity Grant Timing Policy and Practices
Equity Grant Timing Policy and Practices We maintain an Equity Grant Timing Policy (the “Equity Grant Policy”), which provides that it is the Company’s policy to generally grant equity awards, including stock options, outside of blackout periods under our insider trading policy. With respect to grants of stock options to our named executive officers and to the extent a grant during a closed window is deemed necessary or appropriate by the Compensation Committee, awards typically may not occur during the period beginning four business days before and ending one business day after the filing of a Form 10-K or Form 10-Q or the filing or furnishing of a Form 8-K that contains material non-public information (“MNPI”). Under the Equity Grant Policy, annual equity grants to the Company’s employees are typically granted within one week following the first regularly scheduled Compensation Committee meeting each year (or, with respect to grants to the Chief Executive Officer, within one week following the first regularly scheduled Board meeting each year). Grants to new hires generally occur on the first business day of each month for new hires who commenced employment during the previous month. Employees, including the named executive officers, may enroll to purchase shares under the terms of our ESPP, with purchase dates generally in June and December of each year using payroll deductions accumulated during the prior six-month period. During 2025, we did not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding all plan and non-plan compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Cameron Turtle | 2025 | 665,000 | — | — | 5,552,886 | 475,475 | 14,000 | 6,707,361 | | Chief Executive Officer | 2024 | 625,000 | — | — | 5,914,353 | 412,500 | 8,333 | 6,960,186 | | | 2023 | 272,850 | 141,000 | — | 15,500,492 | — | 5,203 | 15,919,545 | | Scott Burrows | 2025 | 490,000 | — | — | 1,433,245 | 254,800 | 14,000 | 2,192,045 | | Chief Financial Officer | 2024 | 475,000 | — | — | 1,490,566 | 228,000 | 13,800 | 2,207,366 | | | 2023 | 154,589 | 175,700 | 2,452,096 | 4,767,637 | — | 1,517 | 7,551,539 | | Sheldon Sloan | 2025 | 503,000 | — | — | 1,433,245 | 261,560 | 14,000 | 2,211,805 | | Chief Medical Officer | 2024 | 124,000 | 120,000 | — | 9,075,480 | 59,500 | 9,760 | 9,388,740 | | Heidy King-Jones | 2025 | 490,000 | — | — | 1,433,245 | 254,800 | 14,000 | 2,192,045 | | Chief Legal Officer and Corporate Secretary | 2024 | 480,000 | — | — | 1,341,509 | 230,400 | — | 2,051,909 | | | 2023 | 168,724 | 62,700 | — | 6,356,857 | — | — | 6,588,281 |
Summary Compensation Table
(1)Amounts reported in this column for 2025 represent the aggregate grant date fair value of stock options granted to the NEOs, as computed in accordance with FASB ASC Topic 718. See Note 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for more information regarding the assumptions used in calculating the grant date fair value of stock options. (2)Amounts reported in this column for 2025 represent the annual bonuses earned by the NEOs under the 2025 annual bonus program. (3)Amounts reported in this column for 2025 include matching contributions under our 401(k) plan made during 2025.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table includes information regarding (i) annual bonus awards and (ii) stock options granted under the 2016 Plan, in each case, to the NEOs during 2025.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | Cameron Turtle | | — | 365,750 | — | | | | | | 1/15/2025 | | | | 370,000 | 21.66 | 5,552,886 | | Scott Burrows | | — | 196,000 | — | | | | | | 1/15/2025 | | | | 95,500 | 21.66 | 1,433,245 | | Sheldon Sloan | | — | 201,200 | — | | | | | | 1/15/2025 | | | | 95,500 | 21.66 | 1,433,245 | | Heidy King-Jones | | — | 196,000 | — | | | | | | 1/15/2025 | | | | 95,500 | 21.66 | 1,433,245 |
Grants of Plan-Based Awards Table
(1)Amounts in these columns represent the target potential payouts under the 2025 annual bonus program. The 2025 annual bonus program does not have a threshold or maximum potential payout. Please read “Compensation Discussion & Analysis—Elements of Compensation—Annual Bonus Program” above for more information. (2)The stock options reflected in this column vest in equal monthly installments through the fourth anniversary of the grant date, subject to the NEO’s continued service. (3)Amounts reported in this column represent the aggregate grant date fair value of stock options granted to the NEOs, as computed in accordance with FASB ASC Topic 718. See Note 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for more information regarding the assumptions used in calculating the grant date fair value of stock options.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table We have entered into offer letters with each of our NEOs in connection with their appointments (and, for Dr. Turtle, his promotion to Chief Executive Officer), which for Dr. Turtle was further amended in February 2024 (collectively, the “Offer Letters”). Each Offer Letter provides for an initial base salary, target bonus opportunity and stock option grant. Under the Offer Letters, the NEOs are eligible for certain payments or benefits upon certain terminations of employment, as described under “—Potential Payments Upon Termination of Change in Control” below. Dr. Sloan’s Offer Letter also provided for a sign-on bonus of $120,000, which was subject to repayment in the event of a termination for cause or resignation without good reason prior to October 1, 2025. Each of our NEOs is also party to our standard employee invention assignment, confidentiality and non-competition agreement, which, among other things, provides standard protections regarding our ownership of intellectual property, the confidentiality of our proprietary information, non-competition and non-solicitation.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table presents information regarding outstanding stock options, restricted stock units ("RSUs") and restricted stock held by each named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Cameron Turtle | 6/22/2023 | 1,182,429 | 709,458(2) | $7.50 | 6/22/2033 | | | | | | 11/22/2023 | 194,791 | 179,209(3) | $10.39 | 11/22/2033 | | | | | | 2/1/2024 | 127,302 | 150,448(2) | $25.86 | 2/1/2034 | | | | | | 1/15/2025 | 84,791 | 285,209(2) | $21.66 | 1/15/2035 | | | | | | (4) | | | | | 159,713(5) | | 5,232,198 | | Scott Burrows | 9/1/2023 | 227,731 | 177,126(3) | $14.50 | 9/1/2033 | | | | | | 2/1/2024 | 32,083 | 37,917(2) | $25.86 | 2/1/2034 | | | | | | 1/15/2025 | 21,885 | 73,615(2) | $21.66 | 1/15/2035 | | | | | | 12/22/2023 | | | | | 67,476(6) | | 2,210,514 | | Sheldon Sloan | 10/1/2024 | 116,666 | 283,334(3) | $27.46 | 10/1/2034 | | | | | | 1/15/2025 | 21,885 | 73,615(2) | $21.66 | 1/15/2035 | | | | | Heidy King-Jones | 9/1/2023 | 303,642 | 236,168(3) | $14.50 | 9/1/2033 | | | | | | 2/1/2024 | 28,875 | 34,125(2) | $25.86 | 2/1/2034 | | | | | | 1/15/2025 | 21,885 | 73,615(2) | $21.66 | 1/15/2035 | | . | |
Outstanding Equity Awards at December 31, 2025
(1)The market value was determined by multiplying the number of shares by $32.76, the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025. (2)These stock options vest in equal monthly installments through the fourth anniversary of the grant date, subject to the NEO’s continued service. (3)These stock options vest as to 25% on the first anniversary of the grant date and in equal monthly installments thereafter through the fourth anniversary of the grant date, subject to the NEO’s continued service. (4)In connection with the Asset Acquisition, outstanding shares of restricted common stock of Pre-Merger Spyre were assumed by the Company and converted into restricted common stock and restricted Series A preferred stock, which were subsequently converted to restricted and unrestricted common stock on November 24, 2023. (5)These shares of restricted common stock vest in equal monthly installments through November 22, 2026, subject to the NEO’s continued service. (6)These RSUs vest in equal installments on each of September 1, 2026 and September 1, 2027, subject to the NEO’s continued service.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table reflects RSUs and restricted stock held by the NEOs which vested during 2025. No NEOs exercised any stock options during 2025.
Option Exercises and Stock Vested Table
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Cameron Turtle | 174,180 | 3,413,202 | | Scott Burrows | 33,738 | 556,340 | | Sheldon Sloan | — | — | | Heidy King-Jones | — | — |
Option Exercises and Stock Vested Table
(1) The value of vested restricted stock and shares acquired from RSUs is determined based on the closing price of our common stock on the applicable vesting date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Pursuant to the terms of the Offer Letters for each NEO other than Dr. Sloan, in the event the NEO is terminated by the Company without “cause” or as a result of a resignation for “good reason” (collectively, an “Involuntary Termination”), such NEO will, subject to the execution of a release in favor of the Company, receive: (i) severance payments equal to 12 months of base salary and any earned but unpaid annual bonus for the preceding year; (ii) up to 12 months of partially subsidized COBRA coverage; and (iii) accelerated vesting of any time-based equity awards scheduled to vest in the 12 months following such termination. However, if the Involuntary Termination is within three months before or 12 months after a change in control of the Company (a “CIC Involuntary Termination”), the NEO will instead receive: (A) severance payments equal to 18 months of base salary, any earned but unpaid annual bonus for the preceding year, and the target annual bonus for the year of termination (or, for Dr. Turtle, 1.5 times the target annual bonus for the year of termination); (B) up to 18 months of fully subsidized COBRA continuation coverage; and (C) full acceleration of all equity awards (with performance-based awards determined in accordance with the terms of the applicable award agreement or, if not specified in such award agreement, based on the greater of target or, if determinable, actual performance). Pursuant to the terms of Dr. Sloan’s Offer Letter, in the event of his Involuntary Termination, Dr. Sloan will, subject to the execution of a release in favor of the Company, receive: (i) severance payments equal to nine months of base salary and (ii) up to nine months of partially subsidized COBRA coverage. However, in the event of a CIC Involuntary Termination, Dr. Sloan will instead receive: (A) severance payments equal to 12 months of base salary and the target annual bonus for the year of termination; (B) up to 12 months of fully subsidized COBRA continuation coverage; and (C) full acceleration of all equity awards (with performance-based awards determined in accordance with the terms of the applicable award agreement or, if not specified in such award agreement, based on the greater of target or, if determinable, actual performance). In addition, under each Offer Letter, in the event of the NEO’s death or disability, all outstanding time-based equity awards will fully accelerate. As used in the Offer Letters: •“Cause” generally means (i) the NEO’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) the NEO’s conviction or plea of no contest to a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the NEO’s failure to perform his or her duties or responsibilities, subject to a 30-day cure period; (iv) the NEO’s gross negligence, willful misconduct that results in or is reasonably anticipated to result in material harm to the Company; or (v) the NEO’s violation of any material provision of any agreement with the Company or any written Company policies. •“Change in Control” generally means (i) acquisition by any person of 50% or more of the total voting power of the Company, (ii) sale of all or substantially all of the Company’s assets, (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation where the holders of the Company’s voting securities immediately prior thereto continue to represent at least 50% of the total voting power of the surviving entity in such transaction, (iv) any other transaction which qualifies as a “corporate transaction” under Section 424 of the Internal Revenue Code, or (v) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any 12 month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. •“Good Reason” generally means (i) a material diminution in the NEO’s base salary or target bonus (excluding across-the-board reductions of less than 10%); (ii) a material geographic relocation or requirement to change the NEO’s remote work location; (iii) a material reduction in the NEO’s duties, authority or responsibilities; (or, for Dr. Sloan, a requirement that he report to any person other than the Chief Executive Officer); (iv) the failure of the Company to obtain the assumption of the Offer Letter by a successor; or (v) the material breach of any agreement between the NEO and the Company, in each case, subject to standard notice and cure periods.
Quantification of Potential Payments
Quantification of Potential Payments The table below sets forth the aggregate amounts that would have been payable to each NEO under their respective offer letter, as described above, assuming the applicable termination event, Change in Control or Company Sale occurred on December 31, 2025.
Quantification of Potential Payments
| Name | Involuntary Termination ($) | CIC Involuntary Termination ($) | Company Sale ($) | Death / Disability ($) | | Cameron Turtle | | | | | | Severance | 1,030,750 | 1,546,125 | — | — | | COBRA Subsidy (1) | 24,211 | 36,317 | — | — | | Equity Awards (2) | 20,776,931 | 31,365,923 | 5,232,198 | 31,365,923 | | Total | 21,831,892 | 32,948,365 | 5,232,198 | 31,365,923 | | Scott Burrows | | | | | | Severance | 686,000 | 931,000 | — | — | | COBRA Subsidy (1) | 34,416 | 51,625 | — | — | | Equity Awards (2) | 3,339,205 | 6,523,588 | — | 6,523,588 | | Total | 4,059,622 | 7,506,213 | — | 6,523,588 | | Sheldon Sloan | | | | | | Severance | 578,450 | 704,200 | — | — | | COBRA Subsidy (1) | — | — | — | — | | Equity Awards (2) | — | 2,318,797 | — | 2,318,797 | | Total | 578,450 | 3,022,997 | — | 2,318,797 | | Heidy King-Jones | | | | | | Severance | 686,000 | 931,000 | — | — | | COBRA Subsidy (1) | 34,416 | 51,625 | — | — | | Equity Awards (2) | 2,837,929 | 5,365,017 | — | 5,365,017 | | Total | 3,558,346 | 6,347,641 | — | 5,365,017 |
Quantification of Potential Payments
(1)Amounts in this row are based on premiums and individual elections in effect as of December 31, 2025, which are assumed for purposes of these calculations to remain in effect throughout the duration of the period in which the subsidization of COBRA benefits continues. (2)Amounts in this row reflect the stock options, RSUs and restricted that would become vested upon the occurrence of the applicable event based on a per share price of $32.76, the closing price of our common stock on December 31, 2025, less the exercise price, if applicable.
CEO PAY RATIO
CEO PAY RATIO The 2025 annual total compensation of the median compensated of all our employees, other than Dr. Turtle, our Chief Executive Officer, was $437,242; Dr. Turtle’s 2025 annual total compensation was $6,707,361; and the ratio of these amounts was approximately 1 to 15. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules. For these purposes, we identified the median compensated employee using the sum of base salary paid in 2025 and bonus earned for 2025, which we annualized for all employees who were hired during 2025 and were employed as of December 31, 2025, but did not serve a full year with the Company. We identified our employee population as of December 31, 2025 based on our payroll records, resulting in an employee population of 102. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Our Compensation Committee approves and administers our executive compensation program to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual incentive plan and equity awards. As required by Item 402(v) of Regulation S-K, we are providing the following information about the compensation reported to the NEOs in the Summary Compensation Table (“SCT”), the compensation actually paid (“CAP”) to the NEOS and certain aspects of our financial performance. We did not use any financial performance measure to link CAP to the NEOs to our performance in 2025; accordingly, this disclosure does not present a company-selected measure in the table below. During 2023, the Company completed a reverse merger, which brought in an entirely new pipeline of product candidates targeting IBD, and refreshed the Board and executive team to lead development of this new pipeline and sunset legacy asset development. Additionally, the Company has since expanded its pipeline into RD. As a result, pre-reverse merger performance is not relevant to the Company's current pipeline and strategy.
Analysis of Information Presented in the Pay Versus Performance Table
Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid, Company TSR and Peer Group TSR
Compensation Actually Paid, Company TSR and Peer Group TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income