James R. Tobin
About James R. Tobin
James R. Tobin, age 80, has served as a Class III independent director of Lyra Therapeutics since March 2022 and is the Board’s Lead Independent Director. He is the retired President and CEO of Boston Scientific Corporation (1999–2009), previously President and CEO of Biogen Inc., and from 1994 to 1997 its President and COO. He spent 22 years at Baxter International, rising from financial analyst to President and COO. Mr. Tobin holds an AB and MBA from Harvard and served as a Lieutenant in the U.S. Navy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | President & CEO | 1999–2009 | Led large-cap medtech through growth and operational scaling |
| Biogen Inc. | President & CEO; President & COO | CEO (dates not specified); COO 1994–1997 | Senior leadership in biotech through commercialization |
| Baxter International Inc. | Progressed to President & COO | 22 years (dates not specified) | Extensive operational/financial leadership in healthcare |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TransMedics, Inc. | Chairman of the Board | Current | Public company; medtech |
| Globus Medical Inc. | Director | Current | Public company; medtech |
| Xenter, Inc. | Director | Current | Private company |
| Oxford Immunotec, Inc. | Director | 2014–2021 | Public company; diagnostics |
| Corindus Vascular Robotics | Director | 2018–2019 | Public company; robotics (acquired by Siemens Healthineers) |
| Curis, Inc. | Director | 1995–2015 | Public company; biotech |
| Medical Simulation Corp | Director | 2012–2018 | Private company |
| CardioDX, Inc. | Director | 2014–2017 | Private company; diagnostics |
| Chiasma, Inc. | Director | 2015–2016 | Public company |
| Aptus Endosystems, Inc. | Director | 2011–2015 | Private company; devices |
Board Governance
- Lead Independent Director: Responsibilities include presiding over meetings when the Chair is not present (including executive sessions), calling meetings of independent directors, approving Board schedules/agendas, and serving as liaison between independent directors and the Chair/CEO .
- Independence: Board determined Mr. Tobin is independent under Nasdaq rules; also independent for Audit Committee service .
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance .
- Financial expertise: Designated “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Attendance: Board held 10 meetings in 2024; Audit met 5 times; Compensation met 9 times; Nominating met 3 times. Each director who served (including Mr. Tobin) attended at least 75% of Board and committee meetings, except two directors who resigned (Anderson and Altman) .
- Codes/policies: Code of Business Conduct; insider trading policy prohibits hedging transactions; clawback policy compliant with Nasdaq Rule 10D-1 .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $92,500 | Reflects annual retainer and committee/lead fees per program |
| Program: Annual Director Fee | $40,000 | Paid quarterly in arrears |
| Program: Lead Independent Director Fee | $30,000 | Additional annual fee |
| Program: Audit Committee Member | $10,000 | Additional annual fee (non-chair) |
| Program: Compensation Committee Chair | $15,000 | Additional annual fee |
Performance Compensation
| Component | 2024 Grant/Value | Vesting/Terms |
|---|---|---|
| Option Awards (Fair Value) | $8,169 | Director options have 10-year max term; exercise price = FMV at grant; annual grants vest in a single installment by next annual meeting/1 year; initial appointment grants vest over 36 months; all unvested options vest upon change in control |
| Options Outstanding (12/31/2024) | 64,500 | Outstanding as of fiscal year-end; unvested stock awards: none |
Other Directorships & Interlocks
| Company | Relationship to LYRA | Potential Interlock/Conflict |
|---|---|---|
| TransMedics, Globus Medical, Xenter | None disclosed | Sector overlap (medtech/biotech) may create informational interlocks; no related-party transactions disclosed involving Mr. Tobin |
Expertise & Qualifications
- Decades of CEO/COO leadership in large-cap medtech/biotech (Boston Scientific, Biogen, Baxter), with deep operational, strategic, and capital allocation experience .
- Audit Committee financial expert; financial literacy and sophistication under Nasdaq rules .
- Education: AB and MBA (Harvard); U.S. Navy Lieutenant .
Equity Ownership
| Holder | Beneficial Ownership (as of 3/18/2025) | Ownership % | Breakdown |
|---|---|---|---|
| James R. Tobin | 34,500 shares | <1% | Consists solely of options exercisable within 60 days |
| Options Outstanding (12/31/2024) | 64,500 | — | No unvested stock awards held at year-end |
- Hedging policy prohibits transactions that hedge or offset decreases in LYRA equity value; enhances alignment (policy filed with 10-K) .
Governance Assessment
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Strengths:
- Independent director serving as Lead Independent Director; clear responsibilities for board effectiveness and independent oversight .
- Compensation Committee Chair; Audit Committee member; designated audit committee financial expert—strong governance and financial oversight credentials .
- Attendance at or above 75% of meetings; robust committee engagement (Audit 5x, Compensation 9x in 2024) supports active oversight .
- Company policies: Code of Conduct, hedging prohibition, and Nasdaq-compliant clawback policy support investor protections .
-
Alignment/Risk flags:
- Low direct ownership (<1% beneficial ownership consisting of near-term exercisable options) signals limited “skin in the game” versus cash fees and standard option grants; monitor ongoing equity accumulation and any changes in director equity mix .
- Multiple external board roles in medtech/biotech increase time demands; though no related-party transactions disclosed for Mr. Tobin, sector overlap warrants ongoing monitoring for potential informational interlocks or conflicts (none disclosed) .
- LYRA’s going-concern disclosure and reverse split context elevate broader governance and capital market risks; continued strong independent oversight by lead director and compensation chair is critical .
Overall, Mr. Tobin brings deep operating and governance experience, holds key independent leadership roles, and meets independence and financial-expert standards. Primary watchpoints are ownership alignment and external commitments, against a backdrop of LYRA’s capital/going-concern risks, with no specific related-party conflicts disclosed for Mr. Tobin .