Jake Simson
About Jake Simson
Independent Class I director of Bicara Therapeutics since March 2023; age 39; Ph.D. in Biomedical Engineering (Johns Hopkins) and S.B. in Materials Science & Engineering (MIT). Partner at RA Capital Management since December 2020 after roles as associate, analyst, and principal (2013–2020) . Board has determined he is independent under Nasdaq and SEC rules; his Class I term expired at the June 9, 2025 annual meeting with renomination for a term ending 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Partner; previously associate/analyst/principal | Partner since Dec 2020; prior roles 2013–2020 | Life sciences investment expertise; multiple public/private board roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyra Biosciences, Inc. (NASDAQ GS: TYRA) | Director | Current | Public company governance in biotech |
| Janux Therapeutics, Inc. (NASDAQ: JANX) | Director | Current | Public company governance in biopharma |
| DICE Therapeutics, Inc. (NASDAQ: DICE) | Director (until acquisition by Eli Lilly) | Dec 2020–Aug 2023 | Oversight through strategic exit |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair: Nils Lonberg; members: Simson, Kiran Mazumdar‑Shaw); committee met once in FY2024 .
- Independence: Board determined all directors except CEO Claire Mazumdar and President/COO Ryan Cohlhepp are independent; Simson is independent .
- Attendance: Board met six times in 2024; each director except Kiran Mazumdar‑Shaw attended at least 75% of board and applicable committee meetings—Simson met ≥75% attendance .
- Board structure: Chair separate from CEO (Chair: Michael Powell), with risk oversight distributed across committees; audit chair is Scott Robertson; compensation chair is Michael Powell .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Cash fees (retainer/committee) | $13,152 |
| Meeting fees | Not disclosed/applicable under policy |
| Director retainer policy (reference) | Board member annual cash $40,000; audit chair $15,000, audit member $7,500; comp chair $10,000, comp member $5,000; nom/gov chair $8,000, nom/gov member $4,000; additional non‑executive chair $30,000; lead independent director $20,000 |
Performance Compensation
| Grant | Grant Date | Shares | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Annual Director Option (IPO‑linked) | 09/12/2024 | 23,746 | $18.00 | Vests in full on earlier of Aug 16, 2025 or next annual meeting; accelerates upon sale of Company | 09/12/2034 | Granted under 2024 Plan; held for benefit of RA Capital funds; Simson disclaims beneficial ownership |
| Annual Director Option | 06/09/2025 | 23,746 | $11.48 | Vests in full on earlier of June 9, 2026 or next annual meeting; accelerates upon sale of Company | 06/09/2035 | Granted under 2024 Plan; held for benefit of RA Capital funds; Simson disclaims beneficial ownership |
- 2024 option award grant‑date fair value in proxy: $319,749 .
- No performance metrics tied to director pay disclosed; equity awards are service‑based with change‑of‑control acceleration .
Other Directorships & Interlocks
- Current public boards: Tyra Biosciences (TYRA) and Janux Therapeutics (JANX) .
- Institutional interlock: Simson is a Partner at RA Capital, whose affiliated funds beneficially own ~6.96 million BCAX shares (12.8%) and participated in pre‑IPO preferred financings and the IPO .
| RA Capital Participation | Security | Shares Purchased | Total Purchase Price |
|---|---|---|---|
| Series B initial/additional closings (Mar 2023) | Preferred (pre‑IPO) | 6,463,442 (Fund); 4,308,961 (Nexus III) | $6,625,028.05; $4,416,685.03 |
| Series B milestone tranche 1 (Sep 2023) | Preferred (pre‑IPO) | 6,803,624 (Fund); 4,535,749 (Nexus III) | $6,973,714.60; $4,649,142.73 |
| Series B milestone tranche 2 (Nov 2023) | Preferred (pre‑IPO) | 5,142,689 (Fund); 3,428,459 (Nexus III) | $5,271,256.23; $3,514,170.48 |
| Series C (Dec 2023) | Preferred (pre‑IPO) | 5,835,024 (Fund); 10,836,474 (Nexus III) | $8,049,999.12; $14,949,999.54 |
| IPO (Sep 2024) | Common | 1,833,000 (RA Capital affiliates) | $32,994,000 |
- RA Capital Schedule 13D confirms arrangement that Simson transfers any director equity to RA Capital; he disclaims beneficial ownership of such awards .
Expertise & Qualifications
- Advanced technical training (Ph.D., Biomedical Engineering; S.B., Materials Science) .
- Extensive life sciences investment and governance experience across public/private biotech companies .
- Board service experience through an acquisition outcome (DICE Therapeutics) .
Equity Ownership
| Holder | Type | Amount | Notes |
|---|---|---|---|
| Jake Simson | Beneficial ownership reported | 23,746 | Listed in principal stockholders table; options held as nominee for RA Capital and disclaimed by Simson per proxy/Form 4/13D |
| RA Capital affiliates | Beneficial ownership | 6,955,993 | 12.8% of common shares as of Apr 14, 2025 |
- Insider trading policy prohibits derivative transactions; addresses risks of margin/pledging; Rule 10b5‑1 plan policy adopted company‑wide .
- Company clawback policy (SEC/Nasdaq compliant) applies to incentive‑based compensation of executive officers upon restatement; director equity is service‑based .
Insider Trades (director awards)
| Date | Security | Amount | Exercise Price | Vesting Detail |
|---|---|---|---|---|
| 09/12/2024 | Stock option (right to buy common) | 23,746 | $18.00 | Vests earlier of Aug 16, 2025 or next annual meeting; disclaimed; expires 09/12/2034 |
| 06/09/2025 | Stock option (right to buy common) | 23,746 | $11.48 | Vests earlier of Jun 9, 2026 or next annual meeting; disclaimed; expires 06/09/2035 |
Governance Assessment
-
Positives
- Independence and strong attendance; service on Nominating & Corporate Governance Committee supports board composition and governance processes .
- Transparent related‑party oversight: audit committee reviews and approves related person transactions; written policy in place .
- Clear director compensation structure with modest cash retainer and time‑based equity vesting; acceleration terms disclosed; no performance metric gaming .
-
Potential RED FLAGS / conflicts
- RA Capital is a >5% shareholder with substantial pre‑IPO and IPO participation; Simson is an RA Capital Partner and receives director equity held for the benefit of RA Capital funds, potentially creating perceived influence or information flow concerns despite formal independence and disclosure .
- Nominating & Corporate Governance Committee includes Kiran Mazumdar‑Shaw, who is the aunt of CEO Claire Mazumdar, raising familial proximity considerations for director nominations although the board affirms independence standards (CEO is not independent; Mazumdar‑Shaw is independent under Nasdaq) .
-
Overall view
- Governance frameworks (independence determinations, related‑party policies, clawback, insider trading/10b5‑1) are in place and disclosed; Simson’s fund affiliation is well‑documented with beneficial ownership disclaimed on director awards. Continued monitoring of RA Capital transactions and committee processes is warranted to maintain investor confidence in board objectivity .
Director Compensation Detail (2024)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $13,152 |
| Option Awards (grant‑date fair value) | $319,749 |
| Total | $332,901 |
| Outstanding director options (as of 12/31/2024) | 23,746 |
| Holding arrangement | Options held as nominee for RA Capital; beneficial ownership disclaimed |
Committee Activity Snapshot (FY2024)
| Committee | Chair | Members | Meetings |
|---|---|---|---|
| Audit | Scott Robertson | Michael Powell; Carolyn Ng; Scott Robertson | 2 |
| Compensation | Michael Powell | Michael Powell; Christopher Bowden; Kate Haviland | 3 |
| Nominating & Corporate Governance | Nils Lonberg | Nils Lonberg; Jake Simson; Kiran Mazumdar‑Shaw | 1 |
| Board | Michael Powell (Chair) | Ten directors | 6 |
Additional Context
- Annual meeting held virtually on June 9, 2025; Class I directors (including Simson) were on ballot .
- Shares outstanding at record date (Apr 14, 2025): 54,536,218 .
- Principal stockholders list shows Simson with 23,746 shares beneficially owned and RA Capital affiliates at 12.8% of common .
- Non‑employee director equity awards (Initial: 47,492 shares; Annual: 23,746 shares) vest per policy; full acceleration on sale of Company .
- Company prohibits derivative transactions in its insider trading policy; Rule 10b5‑1 policy is adopted .
- Clawback policy complies with SEC/Nasdaq requirements for executive incentive compensation .