Juan Pablo Frias, M.D.
About Juan Pablo Frias, M.D.
Chief Medical Officer and Head of Diabetes at Biomea Fusion as of April 14, 2025; age 61. He joined in August 2023 after leadership roles at National Research Institute (CEO/Medical Director) and Velocity Clinical Research (Medical Director/Principal Investigator). Education: B.A. in Philosophy (University of Florida) and M.D. (Vanderbilt University School of Medicine) . In October 2025 company communications introduced him as Co-Chair of Biomea’s Scientific Advisory Board, noting he is returning to clinical practice and reducing his company role to focus on trial design, protocols and regulatory interactions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Research Institute (Los Angeles) | CEO and Medical Director | 2013–2020 | Led a clinical research center; organization later acquired by Velocity Clinical Research in Oct 2020 . |
| Velocity Clinical Research | Medical Director & Principal Investigator | 2020–(ongoing as disclosed) | Continued clinical leadership and investigator work following the NRI acquisition . |
| Biomea Fusion | Chief Medical Officer & Head of Diabetes | Aug 2023–Apr 2025 (as disclosed) | Senior clinical leadership for diabetes programs, including icovamenib (BMF219) . |
| Biomea Fusion | Co-Chair, Scientific Advisory Board | Oct 2025 | Transition to advisory role while reducing day-to-day responsibilities; continued support on clinical trials and FDA interactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Velocity Clinical Research | Medical Director & Principal Investigator | 2020–(ongoing as disclosed) | Continued role following acquisition of National Research Institute . |
Fixed Compensation
| Year | Base salary (rate) | Notes |
|---|---|---|
| 2023 | $500,000 (annual rate; pro-rated for start in Aug 2023) | Joined Aug 2023; salary pro-rated for partial year . |
Performance Compensation
- 2023 Annual Cash Bonus (discretionary; target tied to company/individual goals)
| Metric | Target | Actual Payout | Notes |
|---|---|---|---|
| Annual bonus | 40% of base salary | ~112% of target, pro-rated; paid $75,485 | Discretionary program; no fixed weighting disclosed . |
- Equity Awards (grant-level detail)
| Grant date | Instrument | Shares/Units | Strike/Grant-Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Aug 2023 | Stock options | 300,000 | $16.87 | 1/16 quarterly over 4 years from hire date | 8/30/2033 |
| 2023 (grant-date accounting) | Option grant fair value (FASB ASC 718) | — | — | — | $3,675,990 |
Equity Ownership & Alignment
- Company-wide policy prohibits short sales, hedging, margin use, and pledging of company stock by executives and directors (alignment positive) .
- Compensation recovery (clawback) adopted Nov 17, 2023 for restatements; three-year lookback of incentive compensation based on financial reporting measures .
- No executive stock ownership guidelines disclosed in the proxy; none cited for compliance status .
Beneficial ownership (as of March 31, 2025)
| Item | Amount |
|---|---|
| Common shares owned directly | 349 |
| Options exercisable within 60 days | 165,965 |
| Total beneficial ownership (SEC definition) | 166,314 |
| Ownership percentage of shares outstanding | <1% (asterisk in proxy indicates less than 1%) |
| Shares outstanding reference (as of 4/14/2025) | 37,572,250 |
Outstanding awards snapshot (as of Dec 31, 2023)
| Item | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Options (Aug 31, 2023 vesting commencement) | 18,750 | 281,250 | $16.87 | 8/30/2033 |
Insider trading and selling activity
- One Form 4 was filed late for a sale of 349 shares on May 31, 2024 (de minimis size) .
- No evidence of hedging or pledging; such transactions are prohibited by policy .
Vesting/selling pressure context
- Options vest quarterly over four years; the initial tranche (18,750 options) was exercisable by 12/31/2023 .
- Executives were excluded from the August 11, 2025 option repricing (repricing applied to eligible non-executive employees and certain service providers; strike reset to $4.50), indicating no executive relief and limiting near-term in-the-money value for his 2023 grant at $16.87 strike .
Employment Terms
- Start date and role: Joined Biomea Fusion in August 2023 as CMO and Head of Diabetes .
- Offer letter and restrictive covenants: Executives are subject to confidentiality, IP, non-compete (during employment), and non-solicitation of employees during employment and for 12 months post-employment .
- Change-in-control and severance (double-trigger):
- Outside CIC: if terminated without cause or resigns for good reason (and for Dr. Frias, after at least 12 months continuous employment), 9 months base salary and up to 9 months of health coverage .
- During CIC period (from CIC to 12 months post-CIC): 12 months base salary, up to 12 months health coverage, 12 months of target bonus, and 100% equity acceleration upon qualifying termination (performance awards per agreement terms) .
- Plan-based acceleration: equity vests 100% if terminated without cause or for good reason within 30 days prior to or 12 months post-CIC (double-trigger) .
- Trading policy: Prohibits short sales, derivative hedging, margin, and pledging by executives and directors .
- Clawback policy: Adopted Nov 17, 2023, effective Oct 2, 2023, to recover incentive pay after financial restatements .
- 2025 transition: By Oct 2025 he is presented as Co-Chair of the Scientific Advisory Board; company states he is returning to clinical practice and reducing his role at Biomea, remaining available for clinical trial and regulatory support .
Compensation Structure Analysis
- New-hire equity-heavy package in 2023: Option grant of 300,000 shares (strike $16.87) with four-year quarterly vesting, and grant-date fair value of $3.676 million; cash compensation was modest relative to equity (pro-rated base, bonus) .
- Annual cash bonus is discretionary with a target of 40% of base; 2023 payout was ~112% of target on a pro-rated basis, indicating above-target performance assessment but without disclosed quantitative metrics or weightings (no formulaic financial or TSR metrics disclosed) .
- No evidence of option repricing for executives (repricing targeted non-executive employees only in Aug 2025), avoiding a common red flag in pay practices .
- Clawback and anti-hedging/anti-pledging policies support alignment and risk controls .
- As an emerging growth company, Biomea is not required to conduct say-on-pay votes yet, so no shareholder feedback trend is available .
Investment Implications
- Alignment: Pay mix is equity-heavy with long-dated, out-of-the-money options (strike $16.87) and strict anti-pledging/hedging plus a clawback—positive for alignment and risk control .
- Selling pressure: Minimal near-term insider selling indicators—beneficial ownership is small (<1%), 2024 sale was just 349 shares, and executive options were not repriced, limiting immediate in-the-money optionality .
- Retention/transition risk: October 2025 shift to Scientific Advisory Board co-chair and reduced role suggests potential continuity risk for diabetes program leadership; however, he remains involved in clinical and regulatory support .
- Change-in-control economics: Double-trigger severance and full equity acceleration on qualifying CIC termination could be meaningful but are standard for biotech executives; no evidence of hedging/pledging or executive option repricing mitigates governance concerns .