Regina M. Graul, Ph.D.
About Regina M. Graul, Ph.D.
Regina M. Graul, Ph.D. is President and Chief Executive Officer of Cyclerion Therapeutics (since August 2024) and a member of the Board of Directors (since August 2024). She previously served as President starting December 1, 2023; age 48 as of April 21, 2025; Ph.D. in synthetic organic chemistry (Rice University), post-doctoral work at MIT, B.A. in chemistry (Saint Anselm College) . Under her tenure, Cyclerion emphasized cost reductions and asset evaluation to “build shareholder value,” while acknowledging execution risks and ongoing BD evaluations . Company pay-versus-performance disclosure shows total shareholder return (TSR) index of $24.64 (value of initial $100) for 2024 and net loss of $(3.06) million, versus 2023 TSR $25.53 and net loss $(5.26) million .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Cyclerion Therapeutics | President and Chief Executive Officer; Director | CEO/Director since Aug 2024; President since Dec 1, 2023 | Promoted to CEO with mandate to reduce operating costs and lead rigorous asset evaluation; joined Board concurrently . |
| EQRx Therapeutics, Inc. | Vice President, Program Executive | From Feb 2021 (prior to joining CYCN in Dec 2023) | Led multiple oncology portfolios and cross‑functional R&D/in‑licensing teams . |
| Cyclerion Therapeutics | Senior Director, Global Development Leader; Head of Internal Innovation | Apr 2019–Feb 2021 | Led olinciguat franchise; partnered with BD to identify licensing opportunities . |
| Ironwood Pharmaceuticals (formerly Microbia) | Roles of increasing responsibility; Senior Director R&D | 2004–Feb 2021 | Medicinal chemist; advanced molecules into the clinic; senior leadership in internal innovation . |
| Massachusetts Institute of Technology | Post-doctoral researcher | N/A (post-doctoral) | Scientific training (postdoc) prior to industry . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| EQRx Therapeutics, Inc. | Vice President, Program Executive | From Feb 2021 (prior to Dec 2023) | Led large, cross‑functional oncology development portfolios . |
| Massachusetts Institute of Technology | Post-doctoral researcher | N/A | Postdoctoral training prior to industry . |
Fixed Compensation
| Item | 2023 | 2024 | Details |
|---|---|---|---|
| Base salary (approved) | $372,000 (effective Dec 1, 2023) | Increased to $420,000 in Aug 2024 | Base was set at $372k on hire; increased upon elevation to CEO . |
| Actual salary paid | $31,000 | $390,831 | Reported in Summary Compensation Table . |
| One-time cash bonuses | — | $75,000 (Jan 2024) and $50,000 (Dec 2024) | Discrete bonuses outside an annual formula plan . |
| All other compensation | — | $35,327 | Medical premium reimbursement, 401(k) match, WFH stipend . |
| Total reported compensation | $155,330 | $874,823 | SCT totals . |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual performance bonus plan (company-wide) | N/A | N/A | No annual bonuses earned in 2023; 2024 plan metrics not disclosed | $0 earned for 2023; 2024 not disclosed | Historical note: no annual bonuses in 2023 under plan . |
| One-time cash bonus (transition/retention) | N/A | N/A | N/A | $75,000 (Jan 2024) and $50,000 (Dec 2024) | Lump-sum payments . |
The Compensation Committee currently does not retain a compensation consultant (2025 proxy); it did engage Pearl Meyer previously to advise on strategy (2024 proxy) .
Equity Awards (Grants and Vesting)
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Status/Notes |
|---|---|---|---|---|---|
| Restricted Stock (Initial) | Dec 1, 2023 | 50,000 | — | 10,000 vested at grant; then 833/month for 47 months; final 849 on Dec 1, 2027 | Outstanding as of 12/31/2024; 39,159 vested by 12/31/2024 . |
| Restricted Stock (Second) | Jan 1, 2024 | 50,000 | — | 10,000 vested at grant; then 833/month for 47 months; final 849 on Jan 1, 2028 | Outstanding as of 12/31/2024; included in 100,000 total RS table . |
| Stock Option (ISO) | Aug 5, 2024 | 55,849 options | $3.30 | Vests monthly over 48 months (Aug 31, 2024–Aug 4, 2028) | 5,815 exercisable as of 12/31/2024 ; option expiration Aug 4, 2034 . |
| Option grant context | Aug 5, 2024 | — | — | — | Fair value $2.80/share; closing price move (−1.0%) around material disclosure window disclosed . |
Equity Ownership & Alignment
| Ownership Detail (as of Apr 21, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 111,630 shares; 3.1% of outstanding | Reported in Security Ownership table . |
| RS vested (Dec 2023 grant) | 23,328 shares vested; 26,672 unvested | Monthly vesting continues through Dec 1, 2027 . |
| RS vested (Jan 2024 grant) | 22,495 shares vested; 27,505 unvested | Monthly vesting continues through Jan 1, 2028 . |
| Options (ISO Aug 2024) – exercisable | 11,630 options exercisable within 60 days | Total grant 55,849; remaining unexercisable vest monthly through Aug 2028 . |
| Option moneyness context | Strike $3.30 | Closing price 12/31/2024 was $3.22 (basis for RS market value), implying near‑the‑money at year‑end 2024 . |
| Hedging/Pledging | Hedging prohibited (e.g., collars, swaps, forwards, exchange funds); 10b5‑1 plans require pre‑approval | Insider Trading Prevention Policy; pledging not specifically addressed in disclosed text . |
| Ownership guidelines | Not disclosed | — |
Director/employee policy: Employees who are directors receive no additional cash/equity for board service .
Employment Terms
| Provision | Term |
|---|---|
| Employment start in current role(s) | President effective Dec 1, 2023; CEO effective Aug 7, 2024 . |
| Severance (termination without “cause”) | Three months base salary and vesting of three months of restricted common stock under each of the Dec 2023 and Jan 2024 RS grants . |
| Change-in-control | Not disclosed in the proxy; 2019 Executive Severance Plan was terminated following the 2023 asset sale . |
| Clawback | Board‑adopted Clawback Policy applicable to Executive Officers (filed as Exhibit 97.1 to 2024 10‑K) . |
| Insider trading / 10b5‑1 | Hedging and certain derivatives prohibited; pre‑clearance of trades for designated persons; pre‑approval of 10b5‑1 plans . |
| Section 16 compliance | Inadvertent late Form 4 filing for January 2024 restricted stock grant . |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since August 2024 . |
| Committee roles | None disclosed for Dr. Graul; committee membership table lists other members . |
| Independence | Not listed among independent directors; independent directors are De Souza (Chair), Hyman, Katabi, Higgins . |
| Board leadership | Independent Chair (De Souza); separation of Chair and CEO roles emphasized . |
| Meetings/attendance | Board met 6 times in 2024; no director attended less than 75% of meetings/committees served . |
| Say‑on‑Pay/Frequency (2025) | First Say‑on‑Pay held in 2025; Board recommends “FOR” and annual frequency (“ONE YEAR”) . |
| Director compensation (context) | Non‑employee directors shifted to RS grants (20,000 shares vesting over 42 months); cash fees largely suspended to conserve cash . |
Company Performance Context (Pay vs Performance)
| Year | TSR – Value of $100 Investment | Net Income (Loss) ($000s) |
|---|---|---|
| 2023 | 25.53 | (5,263) |
| 2024 | 24.64 | (3,057) |
Management commentary upon CEO promotion highlighted cost reductions and advanced BD diligence as value creation levers under Dr. Graul’s leadership .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total pay of $874,823 comprised $390,831 salary, $125,000 one‑time cash bonuses, and $323,665 of equity awards; equity remains a significant component to align with shareholders .
- Shift to RS/options: Two RS grants (100,000 shares total) with 48‑month monthly vesting and one ISO (55,849 options) with 48‑month monthly vesting tilt incentives to multi‑year retention and share price appreciation .
- Performance plan usage: No annual bonuses earned in 2023 under the performance plan; 2024 compensation used one‑time cash awards rather than formulaic performance payouts (metrics not disclosed) .
- Governance controls: Clawback policy in place; hedging prohibited; 10b5‑1 plans require pre‑approval .
Vesting Schedules and Potential Supply Overhang
- RS vesting cadence: After initial 10,000‑share tranches, each grant vests 833 shares monthly (total 1,666 shares/month across both grants) with remaining 849 shares vesting at the end of the four‑year period for each grant .
- Options vesting cadence: 55,849 options vest monthly Aug 2024–Aug 2028; 11,630 options were exercisable within 60 days of April 21, 2025 .
- Note: Insider Trading Policy restricts hedging and requires pre‑clearance; potential market impact from vesting depends on trading plans and windows .
Equity Ownership & Alignment (Detail)
| Component | Vested | Unvested | Notes |
|---|---|---|---|
| RS – Dec 1, 2023 grant (50,000) | 23,328 | 26,672 | 833/month; final vest Dec 1, 2027 . |
| RS – Jan 1, 2024 grant (50,000) | 22,495 | 27,505 | 833/month; final vest Jan 1, 2028 . |
| Options – Aug 5, 2024 (55,849 @ $3.30) | 11,630 exercisable within 60 days | 44,219 unexercisable [computed from total and exercisable]; monthly through Aug 2028 | Expiration Aug 4, 2034 . |
Director Service and Compensation (Dual Role Implications)
- Dual role: CEO and director since August 2024; not Chair; Board maintains an independent Chair structure to reinforce oversight .
- Independence: CEO‑director is non‑independent; four of six directors are independent, mitigating governance concerns tied to management influence .
- Committees: Committee roles are held by independent directors; CEO is not listed on Audit, Compensation, or Nominating/Governance committees, supporting checks and balances .
- Compensation as director: Employees receive no additional board fees/equity for director service, avoiding double‑pay risk .
Risk Indicators and Red Flags
- Section 16 timeliness: Inadvertent late filing for January 2024 restricted stock grant noted; company otherwise reported compliance .
- Hedging/pledging: Hedging prohibited; no disclosure of pledging—continued monitoring advisable .
- Severance/change‑in‑control: 2019 executive severance plan terminated; current severance for CEO limited (3 months salary + partial RS vesting), reducing golden‑parachute risk but potentially increasing retention risk in change‑in‑control scenarios .
Investment Implications
- Alignment and retention: Large time‑based RS and option awards with monthly vesting align incentives over 4 years but create a steady unlock cadence (~1,666 RS/month plus options), which could add intermittent supply pressure depending on trading plans and windows .
- Pay-for-performance: 2024 cash awards were one‑time and not formulaic; absence of disclosed operating/TSR metrics in incentive determination suggests less direct pay‑performance linkage near‑term .
- Governance quality: Independent Chair, majority‑independent board, committee control by independents, clawback, and hedging prohibitions are positives for oversight and shareholder alignment .
- Execution risk: Management’s stated strategy emphasizes cost control and BD; financials show persistent net losses and depressed TSR index levels, underscoring the need for successful asset acquisition/partnership outcomes under Dr. Graul’s leadership .