Allan Reine
About Allan Reine
Allan Reine, M.D., is Prime Medicine’s Chief Executive Officer and a director since May 19, 2025; he concurrently serves as principal financial officer, having joined as CFO on January 17, 2024 . He holds an M.D. from the University of Toronto and a B.Sc. in Statistical Sciences from the University of Western Ontario . The Board determined he is not independent and he was not appointed to any Board committees; he receives no additional compensation for his Board service . Prime Medicine’s environment in 2024–2025 included material stock price volatility (from approximately $9.39 on Feb 27, 2024 to ~$1.15 on Apr 8, 2025) and a strategic restructuring under his leadership emphasizing liver and CF programs, cost reductions, and option repricing for retention .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Foghorn Therapeutics Inc. | Chief Financial Officer | Sep 2019–Jan 2024 | Led finance through R&D portfolio development . |
| Pieris Pharmaceuticals, Inc. | Chief Financial Officer | Aug 2017–Sep 2019 | Public-company finance leadership . |
| Lombard Odier Asset Management | Portfolio Manager (Healthcare) | Aug 2012–Aug 2017 | Managed biotech/pharma portfolios . |
| Citi Principal Strategies; SAC Capital; Trivium Capital; Alexandra Investment Management | Portfolio Manager (Healthcare) | 2003–Aug 2012 | Buy-side investing in healthcare . |
| CIBC World Markets | Biotechnology Investment Banking and Equity Research | Began 2001 | Capital markets and research foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ONK Therapeutics | Chairman of the Board | Since Mar 2022 | Current external directorship . |
Fixed Compensation
| Metric | 2024 (CFO) | 2025 (CEO) |
|---|---|---|
| Base Salary ($) | $479,489 | $665,000 |
| Target Bonus (% of salary) | 40% | 60% |
| Actual Annual Bonus Paid ($) | $200,000 (annual cash incentive) | Not disclosed |
| Sign-on Bonus ($) | $176,000 | None disclosed |
| Other Compensation ($) | $68,538 (housing/commuting reimbursements and related tax gross-ups; 401(k) match) | Not disclosed |
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 Annual Cash Incentive (CFO) | Corporate Objectives | 40% of salary | Paid at 100% of target ($200,000) | Cash, paid post-year-end . |
| 2024 Milestone Bonus (CSO comparator; structure context) | Milestone achievement | $100,000 per milestone (up to $300,000) | Final milestone paid in 2024 ($100,000) | Lump-sum upon milestone . |
| 2024 Performance-Based Stock Options (CFO) | Program milestones | 3 tranches: 100,000; 75,000; 75,000 shares | 175,000 shares satisfied milestones and vested by 12/31/2024 | Vest upon milestone achievement; see tranches . |
| 2024 Time-Based Stock Options (CFO) | Service | — | Granted (details below) | 25% at 1-year; monthly thereafter over 36 months . |
| 2025 CEO Time-Based Stock Options | Service | 2,000,000 shares | Granted | 25% at 1-year; monthly over next 36 months . |
| 2025 CEO Performance-Based Stock Options | Milestones | 500,000 shares | Granted | Vest upon achievement of agreed milestones . |
Equity Ownership & Alignment
| Beneficial Ownership Snapshot | Mar 31, 2025 | Jun 30, 2025 |
|---|---|---|
| Shares owned directly | — | 125,000 |
| Options exercisable within 60 days | 392,187 (less than 1%) | 521,875 (less than 1%) |
| % of shares outstanding | <1% (131,160,842 shares O/S) | <1% (134,494,438 shares O/S) |
| Outstanding Equity Awards at FY 2024 (12/31/2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Vesting Notes |
|---|---|---|---|---|
| Time-Based Option (Grant 1/17/2024) | — | 600,000 | $6.80 | 25% at 1-year; monthly thereafter . |
| Performance-Based Option (Grant 1/17/2024) | 175,000 | 75,000 (unearned) | $6.80 | 3 milestone tranches: 100k; 75k; 75k; 175k satisfied by 12/31/2024 . |
- Pledging/Hedging: Company policy expressly prohibits short sales, derivatives/hedging, margin use, and pledging of Company stock by executives and directors .
- Trading Controls: Covered persons are subject to pre-clearance, closed trading windows, and Special Closed Windows determined by the Compliance Officer .
Option Repricing Program (Retention/Selling Pressure Dynamics)
| Item | Details |
|---|---|
| Approval & Effective Date | Approved by stockholders Aug 1, 2025; exercise price reset to $4.04 for eligible options . |
| Eligible Options | Up to 8,285,387 options granted Aug 4, 2021–Mar 1, 2025 with original exercise prices $2.52–$18.22 . |
| Reversion Conditions | If exercised before Retention Date (18 months for executive officers/directors), or terminated for Cause or resigns before Retention Date (unless Good Reason), repriced options revert to original price . |
| Allan Reine Eligibility | 850,000 shares subject to eligible options; WAE $6.80 . |
| Retention Gate | 18-month retention requirement for executives/directors; sale event/termination without Cause/Good Reason/death/disability preserves repriced terms and may accelerate exercisability . |
Implication: The 18-month retention gate disincentivizes early exercises/sales prior to ~Feb 2027, reducing near-term insider selling pressure tied to repriced options .
Employment Terms
| Provision | CFO Agreement (Jan 2024) | CEO Agreement (Amended May 19, 2025) |
|---|---|---|
| Severance (termination without Cause or Good Reason resignation) | 9 months base + 0.75x target bonus; up to 9 months COBRA at employee rate; installment over 9 months; pro-rata bonus timing if termination between Jan 1 and bonus payout date . | 12 months base + 1.0x target bonus; up to 12 months COBRA; installment over 12 months; pro-rata bonus timing if termination between Jan 1 and bonus payout date . |
| Change-in-Control (CIC) | 12 months base + 1.0x target bonus; up to 12 months COBRA; full acceleration of time-based awards and performance-based awards at target . | 18 months base + 1.5x target bonus; up to 18 months COBRA; full acceleration of time-based awards; performance-based at target . |
| Clawback | Company compensation recovery policy adopted Sep 15, 2023; effective Oct 2, 2023 . | |
| Non-compete / Non-solicit (post-termination) | Standard confidentiality and IP assignment; non-solicit; Company may require one-year non-compete in severance agreement . | Company may require one-year non-compete in severance agreement . |
| Related Party Transactions | None material involving Reine disclosed in appointment 8‑K . |
Board Governance
- Board Service: Appointed as Class II director May 19, 2025; not independent; no committee assignments; no additional director compensation .
- Executive Chair: Jeff Marrazzo appointed Executive Chair concurrent with CEO transition, mitigating CEO/Chair concentration concerns .
- Committee Structures (as of Apr 22, 2025): Audit (Chair Michael Kelly), Compensation (Chair Kaye Foster), Nominating & Governance (Chair David Schenkein); Reine was not on committees and not yet a director at that time .
- Director Compensation Policy (context): Non-employee director retainer $45,000; committee chair/member retainers; annual option grants; employee directors receive no additional compensation .
Equity Ownership & Beneficial Owners Context
Major holders include David Liu (15.44–15.12%), ARCH affiliates (~11.78–11.49%), GV affiliates (~11.48–11.20%), Bristol-Myers Squibb (8.39–8.18%), with total directors/executives collectively ~22.93–22.74% across the snapshots; Reine’s individual beneficial ownership is less than 1% at both dates .
Performance & Track Record
- Leadership Transition & Strategy: Reine led a strategic restructuring to focus internally on Wilson’s disease and AATD programs (IND/CTA targets 1H 2026 and mid‑2026; initial data in 2027), continue CF program with CFF support, and advance partnered CAR‑T programs with BMS; cash runway into 1H 2026 .
- Clinical Milestone Context: PM359 first-in-human data demonstrated rapid DHR restoration post-infusion (58% at Day 15; 66% at Day 30), though CGD programs were deprioritized and external options explored; Reine directed pursuit of an external partner for PM359 .
- Market Environment: Company cited extreme biotech sector volatility and significant stock fluctuations in 2024–2025, further motivating retention measures like option repricing .
Investment Implications
- Pay-for-Performance Alignment: Shift toward equity-heavy incentives and milestone-driven PSOs aligns compensation with program execution. CEO equity grants (2.5M options) and repricing retention gate materially increase Reine’s exposure to long-term stock outcomes, while cash severance multiples are within typical biotech ranges .
- Retention/Covered Selling: 18-month retention requirement on repriced options and strict insider trading controls should dampen near-term insider selling; watch for potential unlock/accelerated exercises around the retention date (~Feb 2027) or CIC events .
- Governance Safeguards: Executive Chair role helps mitigate CEO/director dual-role concerns. Employee directors receive no Board pay, and clawback plus anti-hedging/pledging policies support alignment .
- Risk Flags: Option repricing (approved by >71.5M “For” votes) is a dilution/optics red flag but designed to restore incentive value amid sector drawdown; arbitration with Beam on AATD, and going‑concern/capital needs into 1H 2026 warrant monitoring .
- Execution Focus: Near-term catalysts are regulatory filings for Wilson’s Disease and AATD and initial clinical data in 2027; compensation structure emphasizes achieving these milestones, which are key to value creation .