Timothy Coughlin
About Timothy P. Coughlin
Independent Chairman of the Board of aTyr Pharma, Inc. since March 2024; director since April 2017. Age 58. Former CFO of Neurocrine Biosciences (2002–2018); prior roles include VP, Financial Services at Catholic Health Initiatives and Senior Manager in Ernst & Young’s Health Sciences practice (1989–1999). Education includes a master’s in international business (San Diego State University), bachelor’s in accounting (Temple University); licensed CPA in California and Pennsylvania. The Board has determined he is independent and he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Chief Financial Officer | 2002–2018 | Led finance during discovery, development and commercialization of INGREZZA and ORILISSA |
| Catholic Health Initiatives | Vice President, Financial Services | Not disclosed | Financial leadership at nationwide integrated healthcare system |
| Ernst & Young LLP | Senior Manager, Health Sciences | 1989–1999 | Audit and advisory in health sciences practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Travere Therapeutics, Inc. | Director | Current | Board service at biotechnology company |
| Fate Therapeutics, Inc. | Director | Current | Board service at biotechnology company |
| Peloton Therapeutics (sold to Merck in 2019) | Director | Prior | Board service prior to acquisition |
Board Governance
- Independence and leadership: Independent Chairman; Board separates CEO and Chair roles; seven of eight directors were independent in 2024 (six of seven post‑meeting). Independent directors held three executive sessions without management in 2024.
- Tenure and attendance: Board met six times in 2024; all directors other than Mr. Clarke attended ≥75% of Board and committee meetings (Coughlin included).
- Committee assignments:
- Audit Committee member; designated “audit committee financial expert.” Audit Committee held four meetings in 2024; Dr. Lucas appointed Chair March 6, 2025.
- Compensation Committee: Coughlin served prior to March 6, 2025; committee held four meetings in 2024; Mr. Benevich added March 6, 2025.
- Nominating & Corporate Governance Committee: Not listed as a member.
- Director attendance at annual meeting: All directors attended the 2024 annual meeting except Mr. Clarke.
Fixed Compensation
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash (2024) | $99,212 |
Non‑employee director compensation policy amounts:
| Role | 2024 Policy (in effect during 2024) | Post‑Dec 2024 Policy Update |
|---|---|---|
| Board Annual Retainer | $40,000 | $40,000 |
| Additional Retainer – Chairperson | $35,000 | $30,000 |
| Audit Committee Chair | $25,000 | $20,000 |
| Audit Committee Member (non‑chair) | $8,000 | $9,000 |
| Compensation Committee Chair | $12,000 | $15,000 |
| Compensation Committee Member (non‑chair) | $6,000 | $7,000 |
| Nominating & Governance Committee Chair | $8,000 | $10,000 |
| Nominating & Governance Committee Member (non‑chair) | $4,000 | $5,000 |
Performance Compensation
| Item | Detail |
|---|---|
| Option Awards – Grant Date Fair Value (2024) | $30,144 |
| Annual Option Grant Eligibility (Continuing Directors) | Up to 24,000 shares per year (pre‑Dec 2024 policy) |
| Annual Option Grant Eligibility (Continuing Directors, post‑Dec 2024) | Up to 50,000 shares per year |
| New Director Initial Option Grant Eligibility | Up to 48,000 shares (pre‑Dec 2024); up to 100,000 shares (post‑Dec 2024) |
| Vesting Terms (Policy) | Initial grants vest in equal monthly installments over 36 months; annual grants vest fully by the earlier of 1 year from grant or next annual meeting; options priced at fair market value on grant date |
No performance metrics (e.g., revenue, EBITDA, TSR) apply to director equity awards; vesting is time‑based per policy.
Other Directorships & Interlocks
| Company | Relationship to ATYR | Potential Interlock/Consideration |
|---|---|---|
| Neurocrine Biosciences, Inc. | Coughlin: former CFO; Benevich: current CCO and ATYR director | Shared history may influence information flow and commercialization perspectives; not a related‑party transaction per proxy |
Expertise & Qualifications
- Financial leadership as public‑company CFO; deep accounting and IT oversight; CPA credentials and audit background (E&Y). Designated audit committee financial expert.
- Biopharma industry experience spanning discovery, development, commercialization and strategic governance.
Equity Ownership
| Holder | Shares Owned | Options/Rights Acquirable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Timothy P. Coughlin | 56,000 (held by Coughlin Family Trust) | 21,425 | 77,425 | <1% |
Additional director option holdings disclosure (as of Dec 31, 2024):
| Metric | Value |
|---|---|
| Options outstanding (aggregate, Coughlin) | 45,425 shares |
Policies affecting alignment:
- Hedging/derivatives prohibited absent compliance officer approval.
- Company‑wide clawback policy adopted October 2023; awards under the plan subject to clawback.
Governance Assessment
-
Positive signals:
- Independent Chairman with Board/CEO role separation; strong independent majority; regular executive sessions (3 in 2024) enhance oversight.
- Audit Committee membership with “financial expert” designation supports robust financial controls.
- Attendance threshold met (≥75% for all but one director) indicates engagement.
- Clear anti‑hedging policy and clawback compliance (Dodd‑Frank) strengthen alignment and risk controls.
- No related‑party transactions above SEC thresholds since Jan 1, 2023 (proxy scope).
-
Watch items / potential red flags:
- Significant equity plan share increase in 2025 (additional 5,000,000 shares) lifts overhang from ~11.9% to ~17.5%, increasing dilution risk; requires continued disciplined grant practices.
- Shared Neurocrine background between Coughlin (former CFO) and Benevich (current CCO; ATYR director) merits monitoring for perceived interlocks; no transactions reported, but governance vigilance advisable.
-
Director compensation mix:
- 2024 compensation comprised cash fees ($99,212) and option award fair value ($30,144); equity remains at‑risk and time‑vested under policy—appropriate for early‑stage biotech governance.
-
Committee composition changes:
- Coughlin rotated off Compensation Committee prior to March 6, 2025; Audit chair role moved to Dr. Lucas effective March 6, 2025—Board is actively refreshing committee leadership.
Overall: Coughlin brings seasoned CFO/accounting expertise and independent leadership as Chair, bolstering board effectiveness; dilution from expanded equity pool and Neurocrine ties are manageable with continued transparent policies and independent committee oversight.