Maria Palasis
About Maria Palasis
Maria Palasis, Ph.D., is President & CEO of Lyra Therapeutics and has served as a director since January 2015; she was appointed Chair of the Board on August 1, 2025 . She is 60 years old , holds B.S. and Ph.D. degrees in Chemical Engineering from the University of Cincinnati, and completed a postdoctoral fellowship in molecular biology at the University of Cincinnati School of Medicine . Background includes executive roles at Arsenal Medical and a 13-year tenure at Boston Scientific managing biotech/device investments and combination therapies; she joined the Beta Bionics board in January 2025 . Pay-versus-performance (TSR, revenue/EBITDA growth) specifics are not disclosed in the proxy materials provided, so they are not included.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lyra Therapeutics | EVP & Chief Technology Officer | 2011–2015 | Led technology development before transitioning to CEO |
| Arsenal Medical | EVP; later President & CEO; Director | 2008; CEO/Director 2015–2018 | Ran biotech operations; board participation |
| Boston Scientific | Director | 1995–2008 | Managed external biotech/device investments; led combination therapies development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beta Bionics, Inc. | Director | Since Jan 2025 | Additional medtech governance exposure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 583,000 | 625,000 |
| Cash Bonus ($) | — | 187,500 (first installment of 2024 retention plan) |
| All Other Compensation ($) | 9,900 | 64,488 |
| Total ($) | 1,785,375 | 3,732,197 |
Retention bonus structure (May 2024 letters): $375,000 total, payable 50% on Oct 1, 2024; 25% on Jan 1, 2025; 25% on May 1, 2025, earned with continued service; if terminated without cause before a retention date, the corresponding installment is paid upon release .
Performance Compensation
| Component | Metric/Condition | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Stock Options (Mar 2024, 500,000) | Time-based | Not disclosed | N/A | N/A | Options vest monthly over 4 years (typical schedule per policy) | 48-month monthly vesting; exercise price $5.77 |
| Stock Options (Mar 2024, 550,000) | Strategic milestones by specified timeframes | Not disclosed | Full vest eligible by Jan 31, 2028 | Not disclosed | 100% eligible contingent on strategic milestones | Exercise price $6.07; eligible to vest 100% by Jan 31, 2028 |
| Stock Options (Feb 2022, 175,000 total; 116,667 unexercisable as of 12/31/24) | Company market capitalization thresholds (three distinct targets) with time-gating | Not disclosed | Three market cap targets over five years | Not disclosed | One-third vests per target; no more than 1/3 before 1st anniversary; 2/3 before 2nd; full only after 3rd anniversary | Performance-based vesting windows with gating |
| RSUs (Oct 2024, 300,000) | Time-based | Not disclosed | N/A | N/A | Three substantially equal tranches | 100,000 on Apr 1, 2025 ; ~100,000 on Oct 1, 2025; ~100,000 on Apr 1, 2026 |
Additional award timing disclosure: Options granted to Dr. Palasis on March 18 and March 21, 2024 occurred within four business days before filing the 2023 Form 10-K; Item 402(x) table shows 500,000 and 550,000 options at $5.77 and $6.07 exercise prices, respectively, each with 1.5% change in closing price around MNPI disclosure; firm states it does not time awards with MNPI .
2024 grant summary: RSUs granted 300,000; options granted 1,050,000 (split: 550,000 performance-based; 500,000 time-based) . 2024 equity award accounting values: Stock Awards $72,060; Option Awards $2,783,149 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 676,229 shares; 1.02% of outstanding as of March 18, 2025 |
| Composition (within 60 days of 3/18/25) | Options exercisable within 60 days: 576,229 shares; RSUs vesting within 60 days: 100,000 shares |
| Outstanding Equity Awards (selected) | Multiple option grants outstanding across 2015–2024; recent: 114,583 exercisable and 385,417 unexercisable from 3/18/2024 grant; 550,000 performance option from 3/21/2024; 300,000 RSUs from 10/16/2024 |
| Hedging/Pledging | Insider trading policy prohibits hedging and derivative transactions that offset declines; pledging not specifically disclosed |
| Ownership Guidelines | Not disclosed in provided materials |
Employment Terms
| Provision | Base Case (No CIC) | Change-in-Control (Double Trigger Window: within 3 months prior to or 12 months post-CIC) |
|---|---|---|
| Cash Severance | 12 months’ base salary | 1.5x (base salary + target annual bonus) |
| Prior Year Bonus | Pay any earned but unpaid annual bonus (where applicable) | Pay any earned but unpaid annual bonus |
| Health Benefits (COBRA) | Up to 12 months at active-employee cost share | Up to 18 months at active-employee cost share |
| Equity Acceleration | Vested/exercisable options remain exercisable for 15 months | Accelerate all time-based unvested equity; performance awards per terms; vested/exercisable options remain exercisable for 15 months |
| Transaction Bonus | N/A | 1.0% of market capitalization if CIC market cap ≥ $750,000,000, subject to service and release |
| Non-Compete / Non-Solicit | 1-year non-compete; 2-year non-solicit (for Dr. Palasis) | |
| Clawback | Nasdaq-compliant compensation recovery policy adopted |
Board Governance
- Board Service History: Director since 2015; appointed Chair of the Board effective August 1, 2025 (dual role: CEO + Chair) .
- Independence: Maria Palasis is not independent under Nasdaq rules; committees (Audit, Compensation, Nominating) are comprised of independent directors, and she is not listed among committee members .
- Committee Structure and Chairs: Audit (Chair: W. Bradford Smith); Compensation (Chair: James R. Tobin); Nominating & Corporate Governance (Chair: C. Ann Merrifield) .
- Lead Independent Director: Jim Tobin serves as Lead Independent Director; maintained post Chair appointment .
- Meeting Attendance: In 2024, each director, during their service period, attended at least 75% of Board and applicable committee meetings except Edward T. Anderson and Michael Altman .
Director Compensation (non-employee directors; for governance context)
- Program: Annual cash $40,000; additional fees for leadership/committee roles; initial option 60,000 shares; annual option 30,000 shares; options vest monthly (initial) or annually; all unvested options vest upon change in control .
- 2024 Director Compensation (selected): Fees and option award grant-date values reported; e.g., James Tobin: $92,500 fees; $8,169 option award .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting Results disclosed (director elections, auditor ratification, reverse split/adjournment approvals); an advisory say-on-pay vote was not listed among items disclosed in the provided 8-K . Compensation consultant (Pay Governance) engaged; adviser independence assessed; no conflicts noted .
Compensation Structure Analysis
- 2024 mix shifted toward equity: option award accounting value $2.78M and RSU accounting value $72k, versus $625k salary and retention cash of $187.5k . RSUs introduced in 2024 for CEO alongside sizable performance/time-based option grants .
- Performance orientation: Significant use of performance-based options tied to market capitalization thresholds and strategic milestones with time gating, aligning upside with long-term value creation triggers .
- Award timing controls: Company asserts no MNPI timing of grants; Item 402(x) disclosure indicates minimal price change around grant dates (1.5%) .
- Clawback adopted per Nasdaq; hedging prohibited, which supports alignment .
Equity Vesting Schedules and Potential Overhang
| Grant | Shares | Vesting Dates / Triggers | Notes |
|---|---|---|---|
| RSUs (Oct 16, 2024) | 300,000 | 100,000 on Apr 1, 2025; ~100,000 on Oct 1, 2025; ~100,000 on Apr 1, 2026 | “Three substantially equal installments”; first 100,000 confirmed vest within 60 days of 3/18/25 |
| Options (Mar 18, 2024) | 500,000 | Time-based monthly over ~4 years | Exercise price $5.77 |
| Options (Mar 21, 2024) | 550,000 | Performance-based; full eligibility by Jan 31, 2028 contingent on milestones | Exercise price $6.07 |
| Options (Feb 16, 2022) | 175,000 total (116,667 unexercisable as of 12/31/24) | Three market cap thresholds with time-gating | One-third per threshold; gated by anniversaries |
Employment Contracts, Severance, and Change-of-Control Economics
- Base severance: 12 months’ base salary; COBRA up to 12 months; extended option exercise window (15 months); prior year bonus payable .
- CIC double trigger: 1.5x salary + target bonus; COBRA up to 18 months; full acceleration of time-based equity; performance awards per terms; 15-month option exercise tail; Transaction Bonus equal to 1.0% of market cap if CIC market cap ≥ $750M .
- Restrictive covenants: 1-year non-compete; 2-year non-solicit .
Equity Ownership Breakdown
| Item | Amount |
|---|---|
| Beneficial Ownership (3/18/25) | 676,229 shares; 1.02% |
| Within 60 Days Components | 576,229 options exercisable; 100,000 RSUs vesting |
Risk Indicators & Red Flags
- Dual role risk: CEO + Chair structure concentrates authority; mitigated by Lead Independent Director role and independent committees .
- CIC Transaction Bonus: 1% of market cap at ≥$750M is a material payout and could influence deal dynamics .
- Hedging prohibited; pledging not disclosed; clawback policy in place .
- Related party oversight: Audit Committee reviews related person transactions; disclosed relationships with Perceptive Advisors; Perceptive-affiliated directors resigned in Dec 2024 .
Compensation Committee Analysis
- Composition: Independent directors (Merrifield, Snyderman, Tobin; Chair: Tobin) .
- Consultant: Pay Governance engaged; independence confirmed; peer benchmarking performed (peer list/target percentile not disclosed) .
- Activity: Nine committee meetings in 2024 .
Investment Implications
- Equity vesting/events: RSU tranches in 2025/2026 and ongoing monthly option vesting add potential supply overhang near vest dates; the 550k performance option and market-cap-tied awards create asymmetric upside tied to strategic progress and valuation thresholds .
- Deal incentives: The 1% CIC Transaction Bonus at ≥$750M market cap is a strong economic lever; together with full time-based equity acceleration on CIC, incentives favor value-realizing transactions if milestones align .
- Governance: CEO + Chair concentration introduces oversight risk; presence of Lead Independent Director and fully independent key committees partially mitigates, but investors should monitor board independence and committee rigor, especially around pay and CIC decisions .
- Alignment safeguards: Hedging prohibition and clawback support alignment; absence of disclosed pledging reduces collateralization risk .