Ryan Cohlhepp
About Ryan Cohlhepp
Ryan Cohlhepp, Pharm.D., is President and Chief Operating Officer of Bicara Therapeutics (BCAX) and a Class I director up for election in 2025. He is 48 and has served as President & COO since October 2020; previously he was SVP, R&D Strategy and Operations at Rheos Medicines (Mar 2018–Oct 2020). He holds a Pharm.D. from Purdue University . Bicara is a clinical‑stage company that has “not yet demonstrated an ability to generate revenue,” with operations focused on advancing ficerafusp alfa; as such, conventional TSR/revenue/EBITDA alignments are less applicable at this stage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bicara Therapeutics | President & COO | Oct 2020–present | Scaled R&D and operations around lead program ficerafusp alfa and IPO transition . |
| Rheos Medicines | SVP, R&D Strategy & Operations | Mar 2018–Oct 2020 | R&D strategy/ops leadership ahead of joining Bicara . |
External Roles
No additional public-company directorships or external roles are disclosed for Dr. Cohlhepp .
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Base Salary ($) | 517,500 | 2024 actual paid . |
| Post‑IPO Base Salary Rate ($) | 560,000 | Effective Sept 16, 2024 and carried into Second Amended Employment Agreement . |
| Target Annual Bonus (% of base) | 45% → 50% | Increased at IPO (45% pre‑IPO; 50% post‑IPO) . |
| Annual Bonus Paid for 2024 ($) | 278,000 | Paid Q1’25 per proxy . |
| All Other Comp ($) | 20,250 | 401(k) match and profit sharing . |
Performance Compensation
| Component | Metric(s) | Target | Actual/Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Annual cash bonus | Non‑formulaic corporate objectives | 50% of base (post‑IPO target) | $278,000 for 2024 | Paid Q1’25 | Board used non‑formulaic objectives for 2024 . |
| Milestone bonus | Clinical development milestones | N/A | $10,000 for 2024 | Paid 2024 | Earned for clinical goals . |
| Option awards (grant date fair value) | Time‑based equity | N/A | $3,641,839 (2024) | See equity table | Accounting grant‑date value under ASC 718 . |
Notes:
- 2024 bonuses were discretionary against non‑formulaic corporate objectives; specific weightings/thresholds were not disclosed .
- No PSUs/TSR‑linked awards are disclosed; equity is predominantly time‑vested options .
Equity Ownership & Alignment
- Beneficial ownership: 580,757 shares (1.1% of outstanding as of Apr 14, 2025) .
- Director compensation: As an employee‑director, he received no additional board fees .
- Anti‑hedging/derivatives: Insider trading policy expressly prohibits derivative transactions and purchases of derivative securities; Rule 10b5‑1 plans permitted under policy .
- Clawback: Company maintains SEC/Nasdaq‑compliant compensation recovery (clawback) policy .
- Stock ownership guidelines: Not disclosed in the proxy.
Outstanding option awards (as of 12/31/2024)
| Grant date | Vesting start | Exercisable | Unexercisable | Exercise | Expiration |
|---|---|---|---|---|---|
| 11/19/2021 | 11/08/2021 | 1,043 | 2,083 | $4.10 | 11/19/2031 |
| 11/19/2021 | 11/08/2021 | 5,904 | 11,806 | $4.10 | 11/19/2031 |
| 10/04/2022 | 10/04/2022 | 32,458 | 32,451 | $4.44 | 10/04/2032 |
| 04/05/2023 | 04/05/2023 | 14,876 | 74,376 | $3.79 | 04/05/2033 |
| 08/08/2023 | 08/08/2023 | 30,360 | 166,974 | $3.79 | 08/08/2033 |
| 12/14/2023 | 12/14/2023 | 94,664 | 283,980 | $5.45 | 12/14/2033 |
| 08/13/2024 | 08/13/2024 | 32,118 | 481,756 | $9.24 | 08/13/2034 |
- 2024 IPO grant size and terms: Options to purchase 513,874 shares at $9.24, vesting in 16 equal quarterly installments (4 years), subject to continued service (matches the line items above) .
- Vesting convention for options (general): 16 equal quarterly installments over four years; certain acceleration on qualifying termination/CIC per employment agreement (see next section) .
- Pledging: The policy describes risks of margin/pledged shares but does not explicitly disclose a pledging prohibition; no pledging by Cohlhepp is disclosed .
Employment Terms
Key provisions from the Second Amended Employment Agreement (effective at IPO close, Sept 16, 2024):
- Role/comp: Base salary $560,000; target bonus 50% of base; eligibility for standard employee benefits .
- Termination (outside Change‑in‑Control Period): If terminated without Cause or resigns for Good Reason, 12 months base salary continuation plus up to 12 months COBRA premium contributions (subject to election) .
- Termination in Change‑in‑Control Period (non‑Specified Transaction): Lump sum equal to 12 months current base salary; up to 12 months COBRA; 100% acceleration of time‑based equity .
- Termination in Change‑in‑Control Period (Specified Transaction): For CEO and President/COO (Cohlhepp), lump sum 1.5× (base salary + target bonus); up to 18 months COBRA; 100% acceleration of time‑based equity .
- Death/disability: Pro‑rata portion of target bonus for the year (subject to company performance) .
- Clawback: Subject to company clawback policy .
- Non‑compete / non‑solicit: Executed standard agreements covering confidential information, IP assignment, and non‑competition/non‑solicitation; these remain in force post‑IPO .
- 280G cut‑down: Payments reduced if doing so yields a better after‑tax outcome than paying excise tax .
Board Governance and Director Service
- Board service history: Served as a director Dec 2020–Mar 2023 and from Aug 2024 onward; currently a Class I director (term expiring at the 2025 meeting) .
- Independence: The board determined he is not independent due to his President & COO role .
- Committees: He is not listed on the Audit, Compensation, or Nominating & Governance committees; those committees are fully independent .
- Board leadership: Chair is independent (Michael Powell); CEO and Chair roles are separated .
- Attendance: The board met 6 times in 2024; each director except Kiran Mazumdar‑Shaw attended 75%+ of meetings/assigned committees; individual director attendance percentages were not itemized .
- Shareholder support: At the June 9, 2025 annual meeting, votes for Cohlhepp’s election were 44,751,607 For vs 421,705 Withheld (broker non‑votes 2,564,002) .
Director Compensation (as an employee-director)
- Employee directors (CEO and President/COO) received no additional board fees or equity for director service in 2024; their compensation is reported in executive tables .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company, Bicara is not required to hold Say‑on‑Pay votes or provide pay‑versus‑performance disclosure; none were conducted for 2024 .
Compensation Structure Analysis (signals)
- Mix shift toward equity in 2024: Option grant fair value of $3.64M materially exceeds cash bonus ($278k), aligning incentives with share price but primarily via time‑based vesting rather than performance shares .
- Discretionary annual bonus: 2024 bonuses were based on non‑formulaic corporate objectives; limited transparency on metric weights/targets can dilute strict pay‑for‑performance alignment .
- At‑risk CIC economics: Double‑trigger CIC benefits with full acceleration of time‑based equity; 1.5× base+target bonus lump sum applies in a Specified Transaction for COO, which is moderate‑to‑robust for early‑stage biotech and aids retention through pivotal milestones .
- Clawback and anti‑hedging: Formal clawback policy and prohibition on derivative transactions reduce headline risk and promote alignment .
- External benchmarking: Pearl Meyer engaged as independent comp consultant; company targets a general competitive position, but no specific peer set or target percentile disclosed .
Risk Indicators & Red Flags
- Repricing/option modification: None disclosed for 2024 .
- Related‑party transactions: No transactions involving Cohlhepp specifically disclosed; company details financing transactions with major holders/affiliates elsewhere in proxy –.
- Legal proceedings: No material legal proceedings involving directors/executives disclosed .
- Insider selling pressure: Multiple Form 144 filings were made in 2025 at the issuer level; filer identities not surfaced in the document index. Individual Form 144s would need review to determine whether Dr. Cohlhepp filed any and to quantify proposed sales [List of 144s: 2025‑10‑08/09/10/14/15/16, etc.] .
Equity Ownership Detail (beneficial owners excerpt)
| Name | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Ryan Cohlhepp, Pharm.D. | 580,757 | 1.1% |
Employment Contract Economics (quick view)
| Scenario | Cash Severance | Health (COBRA) | Equity Acceleration |
|---|---|---|---|
| Termination without Cause / Good Reason (outside CIC) | 12 months base (salary continuation) | Up to 12 months | Not specified; standard award terms apply . |
| Termination without Cause / Good Reason (CIC; non‑Specified Transaction) | 12 months base (lump sum) | Up to 12 months | 100% of time‑based awards . |
| Termination without Cause / Good Reason (CIC; Specified Transaction) | 1.5× (base + target bonus) lump sum | Up to 18 months | 100% of time‑based awards . |
Board Service/Independence Implications
- Dual role: As a sitting executive and director, he is non‑independent; however, Bicara maintains an independent Board majority, independent key committees, and a separate non‑executive Chair, mitigating concentration-of-power concerns .
Investment Implications
- Alignment: High equity exposure via sizable 2024 time‑based option grant (513,874 shares at $9.24) ties realized value to long‑term share performance; robust CIC protections (especially in a Specified Transaction) support retention through pivotal Phase 2/3 milestones but may prompt investor scrutiny on potential windfalls absent performance‑conditioned equity .
- Pay‑for‑performance: Annual incentive design was non‑formulaic for 2024 and equity is time‑based; lack of disclosed performance metrics/weights reduces direct linkage to clinical or shareholder outcomes. Consider advocating for explicit pipeline/clinical or value‑inflection KPIs and performance‑vesting equity in future cycles .
- Retention risk: Contractual protections (12–18 months COBRA, 12 months salary, 1.0–1.5× CIC cash, full acceleration of time‑based equity) and recent vote of confidence (44.8M For, 0.4M Withheld) suggest low near‑term flight risk, aligned with critical development timelines .
- Trading signals: Numerous issuer‑level Form 144 notices in Oct 2025 merit follow‑up to identify filers/volumes; if Cohlhepp is among filers, quantify overhang vs upcoming catalysts (requires reviewing each Form 144) – .
Citations:
- Company/role/education/age; board class/tenure; director independence/committees/leadership; attendance:
- Compensation tables and details:
- Ownership and beneficial holdings:
- Policies (clawback, trading/10b5‑1, derivatives):
- Employment agreements/severance/CIC:
- Legal proceedings absence:
- EGC/Say‑on‑Pay:
- Strategic/clinical‑stage (no revenue) context:
- Shareholder vote results:
- Form 144 activity (issuer‑level listing):