DEF 14A of Tyra Biosciences, Inc.
Filed Apr 18, 2024 · FY20230001193125-24-100755
Proposal 1—Election of Directors
Proposal 1—Election of Directors At the Annual Meeting, three (3) Class III directors are to be elected to hold office for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Melissa McCracken, Ph.D., Jake Simson, Ph.D. and Rehan Verjee for re-election as Class III directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Our Amended and Restated Certificate of Incorporation and Bylaws provide that the authorized number of directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Board. We currently have nine (9) authorized directors on our Board. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The following table summarizes the class, independence and committee membership of our directors:
Proposal 1—Election of Directors
| Name | Age | Position | Independent | Committee Membership | | CLASS III DIRECTORS—Nominated for Re-election with a Term to Expire at the 2027 Annual Meeting | | | | | | Melissa McCracken, Ph.D. | 37 | Director | X | Audit; Science and Technology | | Jake Simson, Ph.D. | 38 | Director | X | Nominating and Corporate Governance; Science and Technology (Chair) | | Rehan Verjee | 43 | Director | X | Audit (Chair) | | CLASS I DIRECTORS—Terms to Expire at the 2025 Annual Meeting | | | | | | Todd Harris, Ph.D. | 44 | President, CEO and Director | | | | Nina Kjellson | 49 | Director | X | Compensation (Chair) | | Siddarth Subramony, Ph.D. | 37 | Director | X | Compensation | | CLASS II DIRECTORS—Terms to Expire at the 2026 Annual Meeting | | | | | | Isan Chen, M.D. | 61 | Director | X | Compensation | | Gilla Kaplan, Ph.D. | 76 | Director | X | Nominating and Corporate Governance; Science and Technology | | Robert More | 56 | Chairman of the Board | X | Audit; Nominating and Corporate Governance (Chair) |
Proposal 1—Election of Directors
The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock entitled to vote in the election of directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. All of the persons whose names and biographies appear below are currently serving as our directors. Each of our directors brings to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under “Board Diversity and Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. The Board unanimously recommends a vote FOR the election of the three nominees for Class III directors.
Information Regarding Directors
Information Regarding Directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director: Nominees for Election to the Board:
Class III Directors (Terms to Expire at the 2027 Annual Meeting)
Class III Directors (Terms to Expire at the 2027 Annual Meeting) Melissa McCracken, Ph.D. has served as a member of our Board since March 2021. Since September 2019, Dr. McCracken has served as a principal and currently as a partner at Nextech Invest Ltd., a venture capital firm focused on precision therapeutics. Prior to Nextech, Dr. McCracken was an associate and then senior associate at Third Rock Ventures, LLC from February 2017 until August 2019, a venture capital firm where she focused on scientific due diligence, partnership development and new company formation in oncology and immunology. At Third Rock Ventures, Dr. McCracken helped build and launch Celsius Therapeutics Inc., a company focused on discovering precision therapeutics for oncology and autoimmune and worked with the founding team from March 2018 to March 2019. Dr. McCracken currently serves as a board member of Ambagon Therapeutics, Inc., Alpha-9 Oncology, K36 Therapeutics, Inc. and was previously a board member of ImaginAB Inc. and board observer of ProfoundBio, Inc., Silverback Therapeutics, Inc. and IconOvir Bio, Inc. Dr. McCracken holds a Bachelor of Science in Biochemistry and Molecular Biology from the University of California, Davis and a Ph.D. in Pharmacology from the University of California, Los Angeles. We believe that Dr. McCracken’s expertise and experience in the venture capital industry, her experience as a director of biopharmaceutical companies and her educational background provide her with the qualifications and skills to serve on our Board. Jake Simson, Ph.D. has served as a member of our Board since January 2020. Since December 2020, Dr. Simson has served as partner at RA Capital Management L.P., a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies developing drugs, medical devices, and diagnostics. Previously, Dr. Simson served as an associate, analyst and principal at RA Capital Management from July 2013 to December 2020. Dr. Simson currently serves on the board of directors for Janux Therapeutics, Inc. and for the following privately held companies: Bicara Therapeutics, Convergent Therapeutics and Septerna. Dr. Simson holds his Bachelor of Science in Materials Science and Engineering from MIT and a Ph.D. in Biomedical Engineering from Johns Hopkins University. In his doctoral research, he investigated clinically translatable treatments for musculoskeletal tissue repair using injectable hydrogels. We believe that Dr. Simson’s expertise and experience in biotech investing, his experience as a director of biopharmaceutical companies and his educational background provide him with the qualifications and skills to serve on our Board. Rehan Verjee has served as a member of our Board since June 2021. Mr. Verjee is currently the founding CEO of Precede Biosciences, a venture-backed, liquid-biopsy diagnostic company. Prior to founding Precede Biosciences, Mr. Verjee was a member of the Healthcare Executive Committee of Merck KGaA from October 2015 to March 2021. During this time, Mr. Verjee served as the President of EMD Serono and as the Chief Marketing and Strategy officer for the Healthcare business of Merck KGaA. As the President of EMD Serono, Mr. Verjee led a significant enterprise through a period of transformation and growth that included the FDA approval and launch of four new medicines, including two medicines in oncology. As the Chief Marketing and Strategy Officer of Merck’s Healthcare business, Mr. Verjee was accountable for product and portfolio strategy across all specialty medicine therapeutic areas (oncology, neurology, immunology and infertility), a role that included co-chairing the R&D development committee (responsible for all R&D decisions from Phase 1 to approval), leading global business development (including delivering on a deal for a promising immunotherapy), chairing significant global R&D alliances, and having responsibility for the launches of new medicines across the major markets including the USA, the EU, China and Japan. Mr. Verjee is currently a member of the board of directors of the Massachusetts Biotechnology Council and of Precede Biosciences. Mr. Verjee holds a Master’s Degree in Molecular and Cellular Biochemistry from the University of Oxford in the U.K. We believe that Mr. Verjee’s experience as a senior executive in the life science industry and his educational background provide him with the qualifications and skills to serve on our Board. Continuing Members of the Board:
Class I Directors (Terms to Expire at the 2025 Annual Meeting)
Class I Directors (Terms to Expire at the 2025 Annual Meeting) Todd Harris, Ph.D. has served as our President and Chief Executive Officer since November 2018, as our Treasurer since February 2019, and as a member of our Board since August 2018. Prior to co-founding Tyra, Dr. Harris served in various roles, most recently as Head of Corporate Development and a director at Sienna Biopharmaceuticals, Inc. (SNNA) (“Sienna”), a clinical-stage biopharmaceutical company, from January 2016 to July 2018 and previously as the founder, Chief Executive Officer, and director of Sienna (then called Sienna Labs) from April 2013 to January 2016. In September 2019, Sienna Biopharmaceuticals filed for voluntary petition to allow restructuring under Chapter 11 of the United States Bankruptcy Code and ceased its operations in December 2019. Before Sienna, Dr. Harris was a consultant at McKinsey & Company in the Health Care Practice Division from September 2008 to December 2012. Dr. Harris holds a Bachelor of Science Degree in Electrical Engineering from Brigham Young University, a Master of Science Degree in Bioengineering from the University of California, San Diego, and a Ph.D. in Medical Engineering and Medical Physics from Massachusetts Institute of Technology. We believe that Dr. Harris’ valuable expertise and the perspective he brings in his capacity as our President and Chief Executive Officer, his extensive experience and knowledge in the life sciences industry and his education provide him with the qualifications and skills to serve on our Board. Nina Kjellson has served as a member of our Board since January 2020. She is currently an investment professional at Canaan Partners and joined the venture capital firm in 2015. Ms. Kjellson is a Managing Member of Canaan Partners X LLC, the general partner of Canaan X LP, a Managing Member of Canaan Partners XI LLC, the general partner of Canaan XI LP, and a Managing Member of Canaan Partners XII LLC, the general partner of Canaan XII LP. As an investment professional at Canaan, she oversees investments in in biopharmaceutical companies that aim to transform care for patients. In addition to Tyra, some of the investments she actively oversees include Actio Biosciences, Rondo Therapeutics, Inc., Sardona, Inc., Tizona Therapeutics, Inc. and Trishula, Inc. Ms. Kjellson also previously led investments in Labrys Biologics, Inc. (acquired by Teva Pharmaceutical Industries Ltd.), Tesaro, Inc., Eiger Biopharmaceuticals, Inc., Trius Therapeutics LLC (acquired by Cubist Pharmaceuticals, Inc.) and NovaCardia, Inc. (acquired by Merck & Co., Inc.), among others. Ms. Kjellson also serves as a non-investor representative on the board of directors of Proxygen, which she joined in August 2022. A founder of WoVen—Women Who Venture, Ms. Kjellson is a vocal advocate for women entrepreneurs and investors. She serves on the board of the Biotechnology Innovation Organization, the Foundation for the National Institutes of Health, Girl Effect and Life Science Cares. She has co-developed an immersive curriculum for diversity and inclusion in healthcare with Impact Experience, called Impact Experience: HealthEquity. She is an Aspen Institute Health Innovators Fellow. Previously, Ms. Kjellson was a General Partner at InterWest Partners, where she invested in life sciences companies for 14 years, and held positions at Bay City Capital, Oracle Partners and the Kaiser Family Foundation. She holds a Bachelor of Arts in Human Biology from Stanford University. We believe that Ms. Kjellson’s expertise and experience in the venture capital industry and her experience as a director of biopharmaceutical companies as well as her expertise in diversity, equity and inclusion provide her with the qualifications and skills to serve on our Board. Siddarth Subramony, Ph.D. has served as a member of our Board since January 2020. Dr. Subramony is currently a Managing Director at Boxer Capital, a position he assumed in September 2018, where he is responsible for conducting due diligence of public and private investments in healthcare. Prior to joining Boxer, Dr. Subramony was a Vice President at H.I.G. Capital from February 2016 until August 2018 where he was a member of the investment team for the firm’s dedicated healthcare fund, evaluating public and private investment opportunities in the life sciences and representing H.I.G. on the board of Leiters Pharmacy. Prior to joining H.I.G., Dr. Subramony was a management consultant at the Boston Consulting Group (BCG) from July 2015 until February 2016 and served as a member of the firm’s healthcare practice. Dr. Subramony received a Bachelor of Science in Biomedical Engineering and Economics, summa cum laude, from Rensselaer Polytechnic Institute, an MBA from Harvard Business School and a Ph.D. in Biomedical Engineering from Columbia University, where he was an NSF Graduate Research Fellow. He has authored several scientific publications and is a co-inventor on multiple patents. We believe that Dr. Subramony’s expertise and experience investing in the life science industry and his educational background provide him with the qualifications and skills to serve on our Board.
Class II Directors (Terms to Expire at the 2026 Annual Meeting)
Class II Directors (Terms to Expire at the 2026 Annual Meeting) Isan Chen, M.D. has served as our Chief Medical Advisor from February 2019 until early 2022 and as a member of our Board since June 2020. Dr. Chen has served as the Chief Executive Officer at MBrace Therapeutics, Inc. since May 2020. Before MBrace Therapeutics, Inc., Dr. Chen served as the Executive Vice President and Chief Medical and Development Officer of Mirati Therapeutics, Inc. from September 2013 until June 2020. Prior to Mirati Therapeutics, Inc., Dr. Chen was previously the Chief Medical Officer of Aragon Pharmaceuticals, Inc., which was acquired by Johnson & Johnson, Inc. in July of 2013. Prior to Aragon, Dr. Chen served as Vice President of Tumor Strategy in the oncology business unit at Pfizer. Before joining Pfizer, Dr. Chen practiced medicine as a staff physician at City of Hope Medical Center and later as an assistant professor at the University of Texas, M.D. Anderson Cancer Center. Dr. Chen is currently a member of the board of directors of Treadwell Therapeutics, Inc. Dr. Chen holds an M.D. from University of São Paulo and completed his fellowship in Hematology and Oncology from the University of California, San Diego. Dr. Chen is board certified in internal medicine, hematology and medical oncology with more than 20 years of experience in oncology and clinical trials from first-in-humans through global registration studies. We believe that Dr. Chen’s expertise and executive experience in the life sciences industry, his experience as a director of biopharmaceutical companies and his educational background provide him with the qualifications and skills to serve on our Board. Gilla Kaplan, Ph.D. has served as a member of our Board since March 2019. Dr. Kaplan currently serves as Chief Executive Officer and director of Gilrose Therapeutics and as Senior Advisor of Medicine Development for Global Health. Before Gilrose, Dr. Kaplan was Senior Advisor from July 2018 until December 2020 at the Bill and Melinda Gates Medical Research Institute (Gates MRI) and the Director of the Global Health Program, Tuberculosis of the Bill and Melinda Gates Foundation (BMGF) from January 2014 until April 2018. Her work has encompassed developing a deep understanding of the cellular immune response and how to harness it for host adjunctive therapies. Dr. Kaplan spent her career as an academic research scientist leading her laboratory in investigations focusing on human disease, exploring novel experimental medicine approaches that modulate the immune response for disease control. She was a recipient of multiple grants from the NIH-NIAID and other funding organizations for her research. Dr. Kaplan currently serves on the board of directors of Avalo Inc. Dr. Kaplan previously served on the board of directors at Celgene Corporation from 1998 to 2018. Dr. Kaplan received a Bachelor of Science degree from Hebrew University, Jerusalem, Israel and a Master of Science and Ph.D. in Cellular Immunology from University of Tromso, Norway. We believe that Dr. Kaplan’s expertise and experience in the life sciences industry, her experience as a director of biotechnology companies and her educational background provide her with the qualifications and skills to serve on our Board. Robert More has served as a member of our Board since November 2018 and our Chairman since March 2019. Since November 2016, Mr. More has served as Managing Director of Alta Partners, a venture capital firm. From July 2013 to May 2015, Mr. More served as Senior Advisor for the Bill & Melinda Gates Foundation and led its Global Health Venture Initiative. He served as a General Partner of venture capital firms Frazier Healthcare Ventures and Domain Associates from September 2008 to June 2013 and from June 1996 to July 2008, respectively. Mr. More currently serves on the board of directors of Vir Biotechnology, Inc. He also currently serves on the board of directors of Variant Bio, Inc., a private biotechnology company. Mr. More previously served on the board of directors of the following public companies: Achaogen, Inc., a biopharmaceutical company, Cartiva, Inc., a medical device company acquired by Wright Medical Group N.V., Neothetics Inc., a pharmaceutical company, Sienna Biopharmaceuticals, now Sienna Biopharmaceuticals, Inc., a biotechnology company, Glaukos Corporation, a medical technology company, and IntraLase Corp., a medical device company acquired by Advanced Medical Optics in 2007. He also previously served on the board of directors of the following life sciences companies: ESP Pharma, Inc., Proxima Therapeutics, Inc., eGenesis Bio, Utah Capital Investment Corporation (UCIC), NovaCardia, Inc., Carticept Medical, Inc., Esprit Pharma, Inc. and Oceana Therapeutics, Inc. Mr. More was a founding member of the board of directors of the Kauffman Fellows Program and previously served on the board of directors of One Revolution and The Foundation for Innovative New Diagnostics (FIND). He received his Bachelor of Science Degree in Biology from Middlebury College and an MBA from the Darden School of Business Administration at the University of Virginia. We believe that Mr. More is qualified to serve on our Board due to his experience serving on the board of directors of biotechnology companies, his extensive experience as a director of public companies, and his investment experience in the life sciences industry.
Identification and Evaluation of Nominees for Directors
Identification and Evaluation of Nominees for Directors The Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating and Corporate Governance Committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election or if the Board decides to expand the size of the board, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating and Corporate Governance Committee generally polls our Board and members of management for their recommendations. The Nominating and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating and Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating and Corporate Governance Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the Nominating and Corporate Governance Committee makes its recommendation to our Board. The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management or other parties are evaluated. Under our Bylaws, a stockholder wishing to suggest a candidate for director should write to our Secretary and provide such information about the stockholder and the proposed candidate as is set forth in our Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating and Corporate Governance Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the annual meeting, the recommendation should be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “2025 Stockholder Proposals.”
Executive and Director Compensation
Executive and Director Compensation
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total | | Todd Harris, Ph.D. | 2023 | 608,400 | 3,560,469 | 456,300 | 950 | 4,626,119 | | Chief Executive Officer | 2022 | 580,625 | 1,384,209 | 321,750 | 950 | 2,287,534 | | Alan Fuhrman | 2023 | 457,600 | 2,767,712 | 274,560 | 30,933 | 3,530,805 | | Chief Financial Officer | | | | | | | | Hiroomi Tada, M.D., Ph.D. | 2023 | 509,600 | 1,596,107 | 305,760 | 950 | 2,412,417 | | Chief Medical Officer | 2022 | 486,250 | 563,937 | 215,600 | 950 | 1,266,737 |
2023 Summary Compensation Table
| (1) The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options awarded to our named executive officers during the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 7 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 19, 2024. The amounts reported in this column reflect the accounting cost for the awards and do not reflect the actual economic value that will be realized by our named executive officers upon the exercise of the stock options or the sale of the Common Stock underlying such awards. See “—Narrative to Summary Compensation Table—Equity-Based Incentive Awards.” |
2023 Summary Compensation Table
| (2) The amounts disclosed represent performance bonuses earned in the applicable year. |
2023 Summary Compensation Table
| (3) For 2022 and 2023, includes a $75 monthly telephone allowance for each named executive officer and life insurance premiums paid by our company for the benefit of each named executive officer for the applicable fiscal year. Additionally, for Mr. Fuhrman, includes a $5,000 monthly housing allowance paid through the six-month anniversary of his start date to assist with the cost of temporary housing in connection with his relocation to the San Diego metropolitan area. |
Annual Base Salary
Annual Base Salary The compensation of our named executive officers is generally determined and approved by the Compensation Committee of our Board. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Base salaries for our NEOs have generally been set at levels deemed necessary to attract and retain individuals with superior talent. In February 2023, the Compensation Committee approved increases to each of Dr. Harris, Mr. Fuhrman, and Dr. Tada’s base salary rate for 2023, as shown in the table below, with increases retroactive to January 1, 2023.
Annual Base Salary
| Named Executive Officer | 2022 Base Salary Rate | 2023 Base Salary Rate | Percentage Increase | | Dr. Harris | $585,000 | $608,400 | 4.0% | | Mr. Fuhrman | $440,000* | $457,600 | 4.0% | | Dr. Tada | $490,000 | $509,600 | 4.0% |
Annual Base Salary
| * Mr. Fuhrman was appointed Chief Financial Officer effective January 1, 2023 at the 2022 base salary rate. |
Annual Base Salary
We expect that base salaries for our NEOs will be reviewed periodically by our Compensation Committee, with adjustments expected to be made generally in accordance with the considerations described above and to maintain base salaries at competitive levels.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information regarding the outstanding stock options held by each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Todd Harris, Ph.D. | 3/10/2021(1) | 365,284 | 189,755 | 2.25 | 3/9/2031 | | | 11/2/2021(1) | 111,998 | 103,040 | 24.15 | 11/1/2031 | | | 11/2/2021(2) | 25,884 | — | 24.15 | 11/1/2031 | | | 9/6/2022(1) | 84,375 | 185,625 | 7.14 | 9/5/2032 | | | 7/28/2023(1) | 34,375 | 295,625 | 14.35 | 7/27/2033 | | Alan Fuhrman | 1/1/2023(3) | — | 328,000 | 7.60 | 12/31/2032 | | | 1/1/2023(3) | — | 32,800 | 7.60 | 12/31/2032 | | | 7/28/2023(3) | — | 62,685 | 14.35 | 7/27/2033 | | Hiroomi Tada, M.D., Ph.D. | 11/11/2020 | 126,246 | — | 0.61 | 11/11/2030 | | | 3/10/2021(1) | 92,769 | 42,168 | 2.25 | 3/9/2031 | | | 11/2/2021(1) | 43,555 | 40,071 | 24.15 | 11/1/2031 | | | 11/2/2021(2) | 7,964 | — | 24.15 | 11/1/2031 | | | 9/6/2022(1) | 34,375 | 75,625 | 7.14 | 9/5/2032 | | | 5/1/2023(2) | 17,500 | — | 14.18 | 4/30/2033 | | | 7/28/2023(1) | 11,979 | 103,021 | 14.35 | 7/27/2033 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The options vest in substantially equal monthly installments over a period of four years from the applicable vesting commencement date, subject to continued service through each vesting date. The vesting commencement date for the options granted on March 10, 2021 is March 5, 2021. The vesting commencement date for the other options is the grant date. The options may be subject to accelerated vesting in certain circumstances as described below under the subsection titled “Employment Arrangements with our Named Executive Officers.” |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The options granted on November 2, 2021 vested and became exercisable upon the filing of an Investigational New Drug Application for TYRA-300 with the Food and Drug Administration on June 24, 2022. The options granted on May 1, 2023 represent the vested and exercisable portion of performance-based stock options granted to Dr. Tada in May 2023. For a description of vesting terms of this option award granted to Dr. Tada, see “—Equity-Based Incentive Awards” above. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) The options vest over a period of four years, with 25% of the shares vesting on the one-year anniversary of the grant date, and the remaining shares underlying the options vesting in equal monthly installments thereafter, subject to Mr. Fuhrman’s continued service. The 32,800-option granted to Mr. Fuhrman on January 1, 2023 was also subject to performance vesting conditions requiring Mr. Fuhrman to prepare a 3-5 year financial plan for the Company acceptable to the Board (or the Audit Committee of the Board) on or prior to June 30, 2023, and requiring the Company’s continued compliance with its reporting requirements under the Securities Exchange Act for 12 months. These conditions were deemed satisfied during the required time periods. All options may be subject to accelerated vesting in certain circumstances as described below under the subsection titled “Employment Arrangements with our Named Executive Officers.” |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
Non-Employee Director Compensation
Non-Employee Director Compensation Our Board and our stockholders have adopted a non-employee director compensation policy, as amended from time to time by our Board, which provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Each non-employee director receives an annual retainer of $35,000. The chair of our Board receives an additional annual retainer of $30,000. Non-employee directors serving as the chairs of the Audit, Compensation, Nominating and Corporate Governance, and Science and Technology Committees receive additional annual retainers of $15,000, $10,000, $8,000, and $10,000, respectively. The non-employee directors serving as members of the Audit, Compensation, Nominating and Corporate Governance, and Science and Technology Committees receive additional annual retainers of $7,500, $5,000, $4,000, and $5,000, respectively. The non-employee directors also receive initial grants of options to purchase 29,000 shares of our Common Stock, vesting over three years, upon election to the Board, and thereafter annual grants of options to purchase 14,500 shares of our Common Stock, vesting in substantially equal monthly installments over the 12 months following the date of grant (or, in the event the next annual meeting of our stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the annual award will vest on the date of such annual meeting of our stockholders). Awards to our non-employee directors also vest in the event of a change in control. Compensation under our non-employee director compensation policy is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. Our Board or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2021 Plan (which limits will not apply to any non-employee director that serves in any additional capacity with the company for which he or she receives compensation or any compensation paid to any non-employee director prior to the calendar year following the calendar year in which our initial public offering occurred). As provided in the 2021 Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors. The table below shows cash, equity or other compensation paid to our non-employee directors in the year ended December 31, 2023.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | All Other Compensation ($) | Total ($) | | Isan Chen, M.D. | 40,000 | — | 151,045 | — | 191,045 | | Gilla Kaplan, Ph.D. | 44,000 | — | 151,045 | — | 195,045 | | Nina Kjellson | 45,000 | — | 151,045 | — | 196,045 | | Melissa McCracken, Ph.D. (2) | — | — | — | — | — | | Robert More | 80,500 | — | 151,045 | — | 231,545 | | Jake Simson, Ph.D. | 49,000 | — | 151,045 | — | 200,045 | | Siddarth Subramony, Ph.D. | 40,000 | — | 151,045 | — | 191,045 | | Rehan Verjee | 50,000 | — | 151,045 | — | 201,045 |
Non-Employee Director Compensation
| (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee director during fiscal year 2023, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 7 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 19, 2024. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized upon the vesting of the stock options, the exercise of the stock options or the sale of the Common Stock underlying such awards. |
Non-Employee Director Compensation
| (2) Dr. McCracken has waived her right to receive compensation under our non-employee director compensation policy. |
Non-Employee Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023.
Non-Employee Director Compensation
| Name | Options Outstanding at Fiscal Year End | Unvested Restricted Shares Outstanding at Fiscal Year End | | Isan Chen, M.D. | 96,467 | 1,279 | | Gilla Kaplan, Ph.D. | 157,859 | — | | Nina Kjellson | 29,000 | — | | Melissa McCracken, Ph.D. | — | — | | Robert More | 29,000 | — | | Jake Simson, Ph.D. | 29,000 | — | | Siddarth Subramony, Ph.D. | 29,000 | — | | Rehan Verjee | 96,467 | — |