Nancy Denyes
About Nancy Denyes
Nancy E. Denyes, age 57, is General Counsel (since February 2019) and Corporate Secretary (since January 2015) at aTyr Pharma; she previously served as Vice President, Legal Affairs (October 2014–February 2019) and consulted for the company in 2013–2014. She practiced corporate and securities law at Cooley LLP (named partner in 2000), with a focus on private financings, public offerings, M&A, and governance; she holds a J.D. from UC Berkeley and a B.A. in economics and business from UCLA . Company context for incentive alignment: aTyr is pre-commercial; 2024 net loss was $(64.0) million and cumulative TSR (from a 12/31/2021 base) was $48.46 at year-end 2024, reflecting negative cumulative returns despite improvement versus 2023; compensation is calibrated to corporate milestones rather than revenue/EBITDA outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| aTyr Pharma | General Counsel | Feb 2019–present | Leads legal function; oversight of corporate, securities, and governance matters . |
| aTyr Pharma | Corporate Secretary | Jan 2015–present | Board/committee governance, disclosures, corporate records . |
| aTyr Pharma | VP, Legal Affairs | Oct 2014–Feb 2019 | Built in-house legal capabilities pre- and post-IPO; securities and corporate support . |
| aTyr Pharma | Legal Consultant | 2013–2014 | Advisory support ahead of scaling legal operations . |
| Cooley LLP | Partner (Corporate) | Named partner in 2000; years not disclosed | Corporate/securities practice incl. private financings, public offerings, M&A, governance/disclosure . |
External Roles
No external directorships or outside positions for Ms. Denyes were disclosed in the company’s 2025 proxy statement .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 396,635 | 410,517 |
| All Other Compensation ($) | 10,506 | 18,772 (incl. 401(k) match $10,350, life insurance $648, 10-year anniversary bonus $7,774) |
| Total Compensation ($) | 651,283 | 729,305 |
| 2024 Base Salary Rate ($) | — | 410,517 |
Performance Compensation
- 2024 bonus plan: Target bonus 40% of base salary; corporate goals were “weighted” (weights not disclosed) across clinical enrollment (EFZO-FIT, EFZO-CONNECT), CMC milestones, advancing a new pipeline candidate, generating pipeline data, a high-impact publication, and year-end cash/investments. Company performance was certified at 85% of target; Ms. Denyes’ actual bonus was $139,576 .
Annual Bonus Mechanics (2024)
| Item | Detail |
|---|---|
| Target Bonus % | 40% of base salary |
| Payout vs Target | 85% (corporate goal attainment) |
| Actual Bonus Paid ($) | 139,576 |
| Performance Metrics | EFZO-FIT enrollment; EFZO-CONNECT progress; efzofitimod manufacturing milestones; pipeline advancement; data/publication; cash/investments target (weights not disclosed) |
Equity Awards (Grants and Structure)
| Grant Date | Type | Shares | Exercise Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Jan 5, 2024 | Nonstatutory stock options | 150,000 | 1.50/share | 1/48th monthly over 4 years (monthly vesting) | 160,440 |
- Notes on vesting and payout form:
- Options vest monthly (1/48th) and are subject to double-trigger acceleration (full acceleration if terminated without Cause or for Good Reason within 2 months prior to or 12 months following a change in control/Sale Event) .
- For 2024 options, this implies approximately equal monthly vesting over four years, supporting steady but modest incremental share availability absent exercise decisions .
Equity Ownership & Alignment
| Ownership Component | Amount |
|---|---|
| Shares owned directly | 26,555 |
| Options exercisable within 60 days | 347,276 |
| Total beneficial ownership | 373,831 |
| % of shares outstanding | Less than 1% (88,858,612 shares outstanding as of Mar 1, 2025) |
Selected Outstanding Awards (as of Dec 31, 2024)
| Vesting Commencement | Award | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| Jan 5, 2024 | Stock Options | 34,375 | 115,625 | 1.50 | Jan 5, 2034 | 1/48th monthly vest; double-trigger CoC acceleration . |
| Feb 16, 2023 | Stock Options | 38,511 | 45,512 | 2.20 | Feb 16, 2033 | 1/48th monthly vest; double-trigger CoC acceleration . |
| May 24, 2022 | Stock Options | 56,896 | 31,201 | 2.81 | May 24, 2032 | 1/48th monthly vest; double-trigger CoC acceleration . |
| Feb 3, 2022 | RSUs | — | 5,374 | — | — | Vests in 4 annual installments; MV $19,454 at 12/31/24 (stock $3.62) . |
Policy signals:
- Hedging is broadly prohibited absent Compliance Officer approval (no short sales, derivatives, or hedging transactions that offset price declines), and all trades require pre-clearance by the insider trading compliance officer .
- Companywide, 53.4% of outstanding employee stock options were underwater as of March 10, 2025; overhang would increase from 11.9% to ~17.5% if the 2015 Plan share pool amendment were approved, affecting perceived option value and potential exercise behavior .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: 12 months base salary; acceleration of time-based equity that would vest within 12 months; up to 12 months employer portion of COBRA; subject to release . |
| Change-in-Control (double-trigger) | If terminated without Cause or for Good Reason within 2 months prior to or 12 months after a Sale Event: full acceleration of time-based equity; lump-sum 12 months base salary; payment of target bonus for year of termination; up to 12 months employer portion of COBRA; subject to release . |
| 280G cutback | “Better-of” full pay or cutback to avoid excise tax, whichever yields higher after-tax value to the executive . |
| Clawback | Dodd-Frank compliant clawback policy adopted Oct 2023 . |
| Tax gross-ups | No excise tax gross-ups or special change-in-control benefits disclosed . |
Investment Implications
- Pay-for-performance alignment: Ms. Denyes’ cash bonus is tied 100% to corporate performance goals, with 2024 payout at 85% of target, indicating some execution slippage vs plan but overall progress on pivotal trial enrollment, CMC milestones, and pipeline objectives; this aligns legal leadership incentives with clinical and financing milestones that drive equity value .
- Equity-heavy incentives with monthly vesting: 2024 award is 100% options (1/48th monthly vest), creating steady, incremental vesting that can contribute to background selling pressure over time if exercised, but option monetization depends on share price appreciation (exercise price $1.50) .
- Retention and CoC protections: Double-trigger protections (full acceleration plus 12 months salary and target bonus) mitigate flight risk in strategic transactions and can reduce forced pre-deal selling; absence of tax gross-ups is governance-friendly .
- Ownership alignment: Beneficial ownership is modest (<1%) with a significant component as options; broad hedging prohibitions and pre-clearance requirements reduce misalignment risks, while a high proportion of companywide underwater options as of March 2025 tempers near-term exercise-driven supply .
- Company context risk: Pre-commercial status, cumulative negative TSR since 2021 base, and net losses emphasize that legal/compliance execution (disclosure, financing, partnerships) is critical to value creation during clinical readouts; bonus constructs mirror this emphasis .