Ivan Hyep
About Ivan Hyep
Ivan Hyep, M.B.A., is Chief Financial Officer of Bicara Therapeutics Inc. (BCAX) and serves as the Principal Financial and Accounting Officer; he has held the CFO role since March 2021 and is age 40 as of April 14, 2025 . His education includes a BS in Finance from Bentley University and an M.B.A. from Boston University . He signed the company’s Q3 2025 Sarbanes-Oxley Section 302 and 906 certifications, reflecting responsibility for disclosure controls and fair presentation of financials . For 2024, his incentive pay was based on non-formulaic corporate objectives rather than quantitative TSR/EPS metrics, and his equity is time-based options; the company states no performance-vested awards have been granted .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MOMA Therapeutics, Inc. | Director of Finance | Jul 2019–Mar 2021 | Built finance function at pre-IPO biotech; prepared for capital formation |
| Third Rock Ventures, LLC | Investment Professional | Jan 2016–Mar 2021 | Life sciences venture investing; portfolio/company building experience |
| Bain Capital, LP | Financing Manager | Jul 2006–Jan 2016 | Structured financing and capital markets expertise |
External Roles
No public company board or external governance roles are disclosed for Mr. Hyep in the proxy .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $350,000 | $438,125 | FY 2024 reflects intra-year increase tied to IPO |
| Base Salary Schedule (2024) | Jan 1–Sep 15: $425,000 | Sep 16–Dec 31: $470,000 | Increased upon IPO |
| All Other Compensation ($) | — | $20,250 (401(k) match/profit-sharing) | Company contributes 50% up to 6% pay; profit-sharing in 2024 |
Performance Compensation
| Incentive Type | Metric/Design | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus (2024) | Non-formulaic corporate objectives | 40% of base salary | $202,000 paid Q1 2025 | Annual determination by Board/Comp Committee |
| Retention Bonus | Four $125,000 installments (2022–2025), accelerated last installment to Jun 14, 2024 for IPO-related note repayment | $500,000 aggregate | $250,000 recognized in 2024 | Service-based; repayment required if leaving before Jun 1, 2025 except Co. without cause or good reason |
| Referral Bonus | Employee referral program | $5,000 per hire | $5,000 in 2024 | Paid on 6-month anniversary of referred hire |
| Stock Options (IPO grant 8/13/2024) | Service-based option; aligns with stock price | 378,644 shares granted | Accounting fair value $2,683,461 (aggregate for all 2024 options) | Vests in 16 equal quarterly installments from vest start; exercise price $9.24; expires 8/13/2034 |
| Other Options (2021–2023 grants) | Service-based options | Various | See award-level table below | 16 quarterly installments; varying exercise prices and expirations |
The company disclosed that awards with performance-based vesting criteria have not been granted to date .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Vest Start | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RS/Stock (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 11/19/2021 | 11/8/2021 | 4,168 | 8,333 | 4.10 | 11/19/2031 | — | — |
| 10/4/2022 | 10/4/2022 | 32,456 | 32,453 | 4.44 | 10/4/2032 | — | — |
| 4/5/2023 | 4/5/2023 | 11,225 | 56,119 | 3.79 | 4/5/2033 | — | — |
| 8/8/2023 | 8/8/2023 | 23,598 | 129,786 | 3.79 | 8/8/2033 | — | — |
| 12/14/2023 | 12/14/2023 | 70,320 | 210,958 | 5.45 | 12/14/2033 | — | — |
| 8/13/2024 | 8/13/2024 | 23,666 | 354,978 | 9.24 | 8/13/2034 | — | — |
| 2/22/2021 (RS) | 3/15/2021 | — | — | — | — | 4,167 | $72,589 (market at $17.42) |
Footnotes:
- Options vest in 16 equal quarterly installments over 4 years, subject to continuous employment; certain accelerated vesting rights apply under Mr. Hyep’s Second Amended Employment Agreement .
- RS award vests 25% at first anniversary; remaining 75% vests in 12 equal quarterly installments over the following three years .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 422,803 |
| Ownership % of Outstanding | <1% (Company reports “*”) |
| Vested vs. Unvested (as of 12/31/2024) | See outstanding awards table; options split between exercisable and unexercisable by grant |
| Pledging/Hedging | Company policy prohibits derivative transactions/hedging; discusses risks of margin/pledging; Rule 10b5-1 plans permitted . Mr. Hyep historically pledged 66,676 restricted shares as collateral under a recourse promissory note, repaid in full by June 2024 (pledge effectively resolved) . |
| Stock Ownership Guidelines | Not disclosed for executives in proxy . |
Employment Terms
| Provision | Second Amended Employment Agreement Terms |
|---|---|
| Effective Date | Upon IPO closing (Sep 16, 2024) |
| Base Salary | $470,000 initial base salary |
| Target Bonus | 40% of base salary |
| Severance (No CIC; Co. without Cause or Good Reason resignation) | 12 months base salary continuation; company-paid COBRA for up to 12 months (subject to elections) |
| CIC Severance (not a “Specified Transaction”) | Lump-sum 12 months base salary (or higher pre-CIC salary); company-paid COBRA up to 12 months; full acceleration of all time-based equity awards |
| CIC Severance (a “Specified Transaction”) | Lump-sum Base Salary + Target Bonus (1.0x for Hyep); company-paid COBRA up to 12 months; full acceleration of all time-based equity awards; CIC period includes 3 months before closing for Specified Transactions |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy; recoups incentive-based compensation linked to financial reporting measures upon restatements within 3 years |
| 280G Cutback | Payments reduced if it results in higher net after-tax benefit vs. paying full amount subject to excise tax |
| Restrictive Covenants | Confidentiality, IP assignment, non-compete, and non-solicitation remain in effect |
Compensation Committee & Governance Context
- Committee composition: Michael Powell (Chair), Christopher Bowden, and Kate Haviland; all independent under Nasdaq rules .
- Consultant: Pearl Meyer advised the committee on executive/director compensation in 2024; committee assessed independence and found no conflicts .
- Emerging Growth Company: Not required to hold say-on-pay votes or provide pay-versus-performance disclosure; reduced reporting applies .
- Insider Trading Policy: Prohibits derivative transactions; Rule 10b5-1 plans allowed under specified conditions .
Related Party Transactions and Red Flags
- Full recourse promissory note to Mr. Hyep in Sep 2021 for $273,600 at 0.86% interest, collateralized by 66,676 restricted shares; partially repaid in 2023, repaid in full in June 2024, with accelerated retention installment used to facilitate repayment prior to IPO .
• Implication: Historic pledging of shares is a governance red flag; remediation occurred pre-IPO .
Investment Implications
- Pay-for-performance alignment: Annual bonus for 2024 was non-formulaic and equity grants are entirely time-based; no PSUs or performance-vesting awards have been granted, which can weaken direct linkage to quantitative outcomes (TSR/revenue/EPS) .
- Retention signals: A multi-year retention bonus (accelerated in 2024) and robust CIC protections with double-trigger acceleration indicate the company’s priority to retain the CFO through clinical and capital markets milestones; however, the presence of historic pledging (resolved) and a prior executive loan warrant monitoring .
- Insider selling pressure: Quarterly vesting options and at-the-market flexibility could create periodic selling cadence; hedging/derivative trades are prohibited, and 10b5-1 plans are permitted—monitor Form 4 activity to assess near-term supply risk .
- Governance quality: Independent compensation committee and use of an independent consultant are positives; emerging growth status means no say-on-pay track record yet, so investor feedback channels are limited in the near term .