Richard Heyman

About Richard Heyman

Richard Heyman, Ph.D., age 67, is Chairman of ORIC’s Board, serving since March 2015 and as Chair since May 2018; he previously served as ORIC’s President & CEO (Nov 2015–May 2016) and Acting President & CEO (Nov 2017–May 2018). He holds a B.S. in chemistry from the University of Connecticut and a Ph.D. in pharmacology from the University of Minnesota, and is a venture partner at Arch Ventures, bringing deep biotech operating and scientific experience to ORIC’s board .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined Dr. Heyman is independent under Nasdaq rules; he chairs the Compensation Committee and the Nominating & Corporate Governance Committee, both comprised of independent directors .
• Committee leadership: Compensation Committee (Chair); Nominating & Corporate Governance Committee (Chair). Audit Committee membership: Dier (Chair), Hoerter, You .
• Attendance and engagement: In 2024, the board held 4 meetings; each director attended at least 75% of board and assigned committee meetings. Independent directors meet in regular sessions without management .
• Board leadership structure: ORIC separates Chair and CEO roles (Chair: Heyman; CEO: Jacob Chacko), supporting independent oversight .
• Committee activity in 2024: Audit Committee met 4 times; Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 3 times .

Fixed Compensation

• Director cash fee schedule (policy):
  • $40,000 annual board member retainer; $40,000 Chairman fee; $15,000 Audit Chair; $7,500 Audit member; $10,000 Compensation Chair; $5,000 Compensation member; $10,000 Nominating Chair; $5,000 Nominating member. Paid quarterly in arrears; chairs do not also receive member fee for same committee .
• Compensation policy cap: Max $500,000 per fiscal year in cash plus equity for non-employee directors ($750,000 in the year of joining). Equity values measured at grant date fair value per GAAP .

Director compensation – actuals:

Performance Compensation

• Equity structure and vesting:
  • Initial stock option award: 51,200 shares (raised to 70,000 effective Dec 12, 2024); vests 1/36 monthly from director start date .
  • Annual stock option award: 25,600 shares (raised to 35,000 effective Dec 12, 2024); beginning 2025, granted alongside executive focal grants in January and vests 1/12 monthly; pre-2025 annual awards vested in full by one-year anniversary or prior to next AGM .
  • Change-in-control: All outstanding director equity awards fully vest immediately prior to consummation of a change in control; exercise price equals fair market value on grant date; 10-year max term .
  • Clarification: 2025 Amended & Restated Director Compensation Policy updated “change in control” definition to align with the 2020 Equity Incentive Plan and clarify acceleration rights for individuals who transition from employee to non-employee director .

Equity award scale and vesting terms:

Outstanding director options:

• As of Dec 31, 2024, Heyman held outstanding option awards covering 198,103 shares .

Note: No director-specific performance metrics (e.g., revenue/TSR targets) are disclosed for director equity; director compensation is structured as fixed cash plus time-based options for alignment .

Other Directorships & Interlocks

• Current public boards: PMV Pharma (since 2020); Enliven Therapeutics (since 2021); Vividion (since 2018). Private/other boards: Architect Therapeutics (since 2023). Past public boards: Metacrine, Gritstone Bio, Yumanity Therapeutics, Amunix, RayzeBio .
• Committee leadership at ORIC (Compensation and Nominating chairs) plus multiple external roles underscore broad network ties across oncology/biotech; no specific related-party transactions with these entities were disclosed in the proxy .

Expertise & Qualifications

• Scientific and entrepreneurial credentials as founder and CEO of Aragon and Seragon, each acquired by strategic buyers; venture partner at Arch Ventures; extensive biotech governance experience across discovery, clinical development, and commercialization .
• Education: B.S. (Chemistry, UConn); Ph.D. (Pharmacology, Univ. of Minnesota) .
• Board qualification: Independent director under Nasdaq rules; chairs Compensation and Nominating & Corporate Governance committees .

Equity Ownership

Beneficial ownership breakdown and trend:

Alignment policies:

• Insider trading policy prohibits hedging, pledging, short sales, and derivative transactions (other than company-granted awards) by directors and employees; no margin holding of ORIC securities is permitted .

Fixed Compensation (Director Policy Table)

Insider Trades and Ownership Filings

Governance Assessment

• Strengths

  • Independent chair of the board separate from CEO; strong committee leadership (Compensation and Nominating) by an experienced operator-scientist; independent status affirmed under Nasdaq rules .
  • Active committee cadence and board attendance; regular independent director sessions support oversight quality .
  • Director compensation structured with modest cash retainers and time-based options; 2024/2025 updates aligned to peer market via independent consultant (Aon), suggesting thoughtful pay alignment and director retention focus .
  • Clear no-hedging/no-pledging policy enhances ownership alignment; change-in-control equity acceleration is standard for directors .

• Potential Risks / Red Flags

  • Prior executive service at ORIC while now chairing the Compensation Committee may raise perception risk on independence; however, board explicitly determined independence and committee independence under SEC/Nasdaq criteria .
  • Extensive external board commitments could introduce time-commitment constraints; no attendance shortfalls disclosed (≥75%) in 2024 .
  • No related-party transactions disclosed; the audit committee reviews and must pre-approve any >$120,000 transactions, and none are described for 2024–2025 in the proxy .

• Overall investor-confidence signal

  • Governance structure and policies (independence, separation of roles, committee leadership, attendance, clawback for executives) indicate solid board effectiveness. Director pay increases, primarily via options, target competitive alignment rather than guaranteed cash, supporting long-term orientation .

Policy references: Director compensation amendments in Dec 2023/March 2024 and Dec 2024 (effective 2025) increased initial/annual option share counts; clarified change-in-control and grant timing to align across the company **[1796280_0001193125-24-110069_d755213ddef14a.htm:22]** **[1796280_0001193125-24-110069_d755213ddef14a.htm:24]** **[1796280_0001193125-25-091359_d900756ddef14a.htm:21]** **[1796280_0001193125-25-091359_d900756ddef14a.htm:24]**.