SPYRE THERAPEUTICS, INC., DEF 14A filed on 4/10/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Spyre Therapeutics, Inc.
Entity Central Index Key 0001636282
v3.26.1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 6 Months Ended 8 Months Ended 12 Months Ended 28 Months Ended
Aug. 30, 2023
Nov. 28, 2022
May 15, 2023
Aug. 22, 2022
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2025
Pay vs Performance Disclosure                    
Pay vs Performance Disclosure, Table        
Year
Summary
Compensation
Table Total
for Dr. Quinn
($)(1)
Summary
Compensation
Table Total
for Mr.
Kastenmayer
($)(1)
Summary
Compensation
Table Total
for Mr.
Goldberg
($)(1)
Summary
Compensation
Table Total
for Mr.
Alspaugh
($)(1)
Summary
Compensation
Table Total
for Dr. Turtle
($)(1)
Compensation
Actually Paid
to Dr. Quinn
($)
Compensation
Actually Paid
to Mr.
Kastenmayer
($)
Compensation
Actually Paid
to Mr.
Goldberg
($)
Compensation
Actually Paid
to Mr. Alspaugh
($)
Compensation
Actually Paid
to Dr. Turtle
($)(3)
2025
N/A
N/A
N/A
N/A
$6,707,361
N/A
N/A
N/A
N/A
$13,869,330
2024
N/A
N/A
N/A
N/A
$6,960,186
N/A
N/A
N/A
N/A
$14,289,377
2023
N/A
N/A
$830,207
$8,360,029
$15,919,545
N/A
N/A
$122,206
$13,594,354
$48,710,501
2022
$2,392,254
$865,785
$1,832,485
N/A
N/A
$431,085
$318,380
$564,676
N/A(6)
N/A
2021
$2,623,186
N/A
N/A
N/A
N/A
$361,504
N/A
N/A
N/A(6)
N/A
Value of Initial Fixed $100 Investment Based On:
Year
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)(2)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)(3)
Total Stockholder
Return Based on
Initial Fixed $100
Investment ($)(4)
Peer Group Total Shareholder Return ($)(3)
Net Income
(in thousands)
($)(5)
2025
$
2,198,632
$
3,144,403
$
16.65
$
124.75
$
(155,200)
2024
$
5,798,053
$
5,566,084
$
11.83
$
93.49
$
(208,018)
2023
$
7,069,877
$
9,563,596
$
10.94
$
94.03
$
(338,790)
2022
$
1,049,862
$
202,299
$
5.72
$
89.90
$
(83,815)
2021
$
1,365,778
$
712,689
$
60.36
$
100.02
$
(65,801)
          
Named Executive Officers, Footnote         During years 2021-2025, the following individuals served as “principal executive officer” during the time periods set forth below:
Name
Dates as PEO During Years 2021 through 2025
Dr. Anthony Quinn
January 1, 2022 through August 23, 2022
Jim Kastenmayer
August 23, 2022 through November 29, 2022
Jeffrey M. Goldberg
November 29, 2022 through May 16, 2023
Jonathan Alspaugh
May 16, 2023 through August 31, 2023
Cameron Turtle
August 31, 2023 through December 31, 2025
The dollar amounts reported in these columns represent the amount of total compensation reported for each of Drs. Quinn and Turtle and Messrs. Kastenmayer, Goldberg and Alspaugh (collectively, our “PEOs”) for each covered fiscal year in the “Total” column of the SCT for each applicable year. Please refer to “Executive Compensation Tables—Summary Compensation Table” above.
          
Peer Group Issuers, Footnote         The peer group used for this purpose is the following published industry index: NASDAQ Biotechnology (Total Return) Index, which is the Company’s industry index utilized in the performance graph set forth in our Annual Report on Form 10-K for fiscal year 2025.          
Adjustment To PEO Compensation, Footnote         The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs or our NEOs as a group (excluding our PEOs), as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the SCT, adjusted as shown below for 2025. Also shown below are the adjustments made to the compensation as set forth in the SCT for Dr. Turtle for 2023 and 2024, as the amounts previously reported in our proxy statement for the 2024 and 2025 Annual Meetings inadvertently excluded the change in value of his outstanding restricted stock awards. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs during the applicable fiscal year.
Dr. Turtle
Average Non-PEO NEOs
2023
2024
2025
2025
Summary Compensation Table Total
$
15,919,545
$
6,960,186
$
6,707,361
$
2,198,632
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table
$
(15,500,492)
$
(5,914,353)
$
(5,552,886)
$
(1,433,245)
Plus, year-end fair value of outstanding and unvested equity awards granted in the year
$
43,424,910
$
4,152,217
$
5,407,734
$
1,395,785
Plus, fair value as of vesting date of equity awards granted and vested in the year
$
2,479,557
$
1,381,127
$
1,080,512
$
278,889
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years
$
2,386,981
$
2,716,690
$
9,132,676
$
1,276,928
Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year
$
—
$
4,993,510
$
(2,906,067)
$
(572,586)
Compensation Actually Paid to PEOs
$
48,710,501
$
14,289,377
$
13,869,330
$
3,144,403
          
Non-PEO NEO Average Total Compensation Amount         $ 2,198,632 $ 5,798,053 $ 7,069,877 $ 1,049,862 $ 1,365,778  
Non-PEO NEO Average Compensation Actually Paid Amount         $ 3,144,403 5,566,084 9,563,596 202,299 712,689  
Adjustment to Non-PEO NEO Compensation Footnote         The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs or our NEOs as a group (excluding our PEOs), as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the SCT, adjusted as shown below for 2025. Also shown below are the adjustments made to the compensation as set forth in the SCT for Dr. Turtle for 2023 and 2024, as the amounts previously reported in our proxy statement for the 2024 and 2025 Annual Meetings inadvertently excluded the change in value of his outstanding restricted stock awards. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs during the applicable fiscal year.
Dr. Turtle
Average Non-PEO NEOs
2023
2024
2025
2025
Summary Compensation Table Total
$
15,919,545
$
6,960,186
$
6,707,361
$
2,198,632
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table
$
(15,500,492)
$
(5,914,353)
$
(5,552,886)
$
(1,433,245)
Plus, year-end fair value of outstanding and unvested equity awards granted in the year
$
43,424,910
$
4,152,217
$
5,407,734
$
1,395,785
Plus, fair value as of vesting date of equity awards granted and vested in the year
$
2,479,557
$
1,381,127
$
1,080,512
$
278,889
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years
$
2,386,981
$
2,716,690
$
9,132,676
$
1,276,928
Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year
$
—
$
4,993,510
$
(2,906,067)
$
(572,586)
Compensation Actually Paid to PEOs
$
48,710,501
$
14,289,377
$
13,869,330
$
3,144,403
          
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid, Company TSR and Peer Group TSR

CAP vs Company TSR vs Peer Group TSR (Updated).jpg
          
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid and Net Income

CAP vs Net Income (Updated).jpg
          
Total Shareholder Return Amount         $ 16.65 11.83 10.94 5.72 60.36  
Peer Group Total Shareholder Return Amount         124.75 93.49 94.03 89.90 100.02  
Net Income (Loss)         $ (155,200,000) (208,018,000) (338,790,000) (83,815,000) (65,801,000)  
PEO Name Jonathan Alspaugh Jim Kastenmayer Jeffrey M. Goldberg Dr. Anthony Quinn           Cameron Turtle
Additional 402(v) Disclosure         The dollar amounts reported in this column represent the average amount of total compensation report for our NEOs as a group (excluding our PEOs) for each covered fiscal year in the “Total” column of the SCT for each applicable
year. Please refer to “Executive Compensation Tables—Summary Compensation Table” above. The names of each NEO included for these purposes in each applicable year are as follows: (i) for 2025, Dr. Sheldon Sloan, Mr. Burrows, and Ms. King-Jones; (ii) for 2024, Dr. Sheldon Sloan and Mr. Burrows; (iii) for 2023, Mr. Burrows and Ms. King-Jones; (iv) for 2022, Mr. Alspaugh and Dr. Leslie Sloan; and (v) for 2021, Mr. Hanley and Dr. Leslie Sloan.
Cumulative total stockholder return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and (ii) the difference between our stock price at the end of the applicable measurement period and the beginning of the measurement period by (b) our stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020.The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.
Financial Performance Measures

The Company’s executive compensation program reflects a pay-for-performance philosophy. As a pre-revenue clinical stage biotechnology company, financial performance measures are not a component used to link executive compensation actually paid to the Company’s performance. Instead, our annual bonus program uses solely strategic, non-financial performance metrics, including pre-clinical and clinical development of our pipeline, establishment of company investment
and progress towards the development and execution of our business plans, aimed at incentivizing our NEOs to develop our pipeline. For more information regarding the performance measures used in our executive compensation program, see “Compensation Discussion & Analysis—Elements of Compensation—Annual Bonus Program,” above.
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.
          
Cameron Turtle [Member]                    
Pay vs Performance Disclosure                    
PEO Total Compensation Amount         $ 6,707,361 6,960,186 15,919,545      
PEO Actually Paid Compensation Amount         13,869,330 14,289,377 48,710,501      
Jeffrey M. Goldberg [Member]                    
Pay vs Performance Disclosure                    
PEO Total Compensation Amount             830,207 1,832,485    
PEO Actually Paid Compensation Amount             122,206 564,676    
Jonathan Alspaugh [Member]                    
Pay vs Performance Disclosure                    
PEO Total Compensation Amount             8,360,029      
PEO Actually Paid Compensation Amount             13,594,354      
Dr. Anthony Quinn [Member]                    
Pay vs Performance Disclosure                    
PEO Total Compensation Amount               2,392,254 2,623,186  
PEO Actually Paid Compensation Amount               431,085 $ 361,504  
Jim Kastenmayer [Member]                    
Pay vs Performance Disclosure                    
PEO Total Compensation Amount               865,785    
PEO Actually Paid Compensation Amount               $ 318,380    
PEO | Cameron Turtle [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         (5,552,886) (5,914,353) (15,500,492)      
PEO | Cameron Turtle [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         5,407,734 4,152,217 43,424,910      
PEO | Cameron Turtle [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         9,132,676 2,716,690 2,386,981      
PEO | Cameron Turtle [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         1,080,512 1,381,127 2,479,557      
PEO | Cameron Turtle [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         (2,906,067) $ 4,993,510 $ 0      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         (1,433,245)          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         1,395,785          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         1,276,928          
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         278,889          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount         $ (572,586)          
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure 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.
Award Timing Method 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.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered 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”)
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true