Una Ryan

About Una Ryan

Una Ryan, OBE, Ph.D., age 83, is Lead Independent Director of Quince Therapeutics (QNCX) and has served on the board since January 2019. She holds a B.S. (Zoology/Microbiology/Chemistry) from the University of Bristol and a Ph.D. in Cellular and Molecular Biology from the University of Cambridge; she was awarded the Order of the British Empire for services to biotechnology . As Lead Independent Director, her responsibilities include presiding over executive sessions of independent directors, serving as liaison with the Chair, calling meetings of the board/independent directors, and engaging directly with shareholders when appropriate .

Past Roles

External Roles

Board Governance

• Independence and Board Structure: The board determined all non-management directors, including Dr. Ryan, are independent under Nasdaq rules; all members of the audit, compensation, and nominating committees are independent. Quince maintains a classified board with three-year terms and a separate Chair, CEO, and Lead Independent Director (Dr. Ryan) structure to reinforce oversight and accountability .
• Lead Independent Director Role: Dr. Ryan’s role includes presiding at independent director executive sessions, liaising with the Chair, calling board/independent director meetings, advising on board information flow, and facilitating shareholder dialogue when appropriate .
• Committee Memberships and 2024 Activity: She serves on the Audit Committee (member) and Nominating & Corporate Governance Committee (member). In 2024, the board met 4 times; Audit met 4; Compensation met 3; Nominating met 2. Each director attended at least 75% of applicable meetings during 2024 .
• Audit Committee Oversight: The Audit Committee (of which Dr. Ryan is a member) reviewed the 2024 financial statements, auditor independence, and recommended inclusion of audited financials in the 10-K; it also oversees financial risk, cybersecurity/data privacy controls, and related-party transaction approvals .
• Shareholder Signals: 2025 Say-on-Pay passed (For: 16,590,485; Against: 800,094; Abstain: 68,764; Broker Non-Votes: 14,058,309), indicating investor support for compensation practices in the current governance environment .

Committee Assignments and Engagement (2024)

Fixed Compensation

Policy framework for non-employee director cash retainers effective Dec 2, 2024 (rates shown; paid quarterly; Lead/Chair retainers are in addition to board member retainer): Board member $38,000; Lead Independent Director +$14,500; Audit Committee member $7,500; Nominating Committee member $4,000 . Given Dr. Ryan’s roles (Board member, Lead Independent Director, Audit member, Nominating member), the policy schedule sums to $64,000, matching her 2024 fees .

Performance Compensation

Note: Director equity awards are time-based; no performance metrics are attached to non-employee director equity compensation under the policy as disclosed .

Other Directorships & Interlocks

No other current public company directorships are disclosed in Dr. Ryan’s proxy biography beyond those listed above .

Expertise & Qualifications

• Biotech operating leadership as CEO/President/COO of AVANT Immunotherapeutics; venture and angel investing roles (Golden Seeds, Astia Angel) supporting translational biotech experience .
• Financial oversight: serves on the Audit Committee; the board affirms each Audit member is financially literate .
• Governance leadership: Lead Independent Director with explicit authorities to call meetings, preside at executive sessions, and engage with shareholders .
• Education and recognition: Ph.D. (Cambridge), B.S. (Bristol), OBE for services to biotechnology .

Equity Ownership

Additional alignment/controls:

• Hedging and pledging of company stock are prohibited for directors, officers, employees, and consultants under the insider trading policy .
• Company maintains a Dodd-Frank–compliant clawback policy (recoupment) as required by SEC rules .

Governance Assessment

• Strengths:
  • Established independent leadership with a clearly defined Lead Independent Director role; Dr. Ryan presides over executive sessions and can call independent director meetings, supporting strong oversight and shareholder access .
  • Committee independence and financial oversight: all committees composed of independent directors; Audit Committee affirms member financial literacy; Dr. Ryan participates in audit oversight and related party review .
  • Alignment mechanisms: director equity via annual options; ability (from 2025) to elect stock options in lieu of cash retainers increases equity linkage; hedging/pledging prohibited .
  • Shareholder signal: 2025 Say-on-Pay passed, indicating investor support for compensation practices .
• Watch items / potential investor concerns:
  • Classified board structure persists, which can reduce takeover responsiveness despite the board’s rationale for continuity and long-term focus .
  • Director equity is time-based (no performance hurdles), and Dr. Ryan’s beneficial ownership is below 1% of outstanding shares; while typical for small-cap biotech boards, investors often prefer higher ownership alignment for key independent leaders .
  • Director options accelerate upon change in control (single-trigger vesting); investors may view double-trigger vesting as stronger alignment in M&A contexts .
• Related-party safeguards: Audit Committee reviews and must approve related party transactions; the only disclosed recent RPT involved a former director’s family member—not Dr. Ryan—indicating no disclosed RPTs tied to her .

Director Compensation (Context and 2024 Detail)

Policy highlights:

• Cash retainers: Board $38,000; Lead Independent +$14,500; Audit member $7,500; Nominating member $4,000 (chair retainers higher but not applicable to Dr. Ryan) .
• Equity awards: Initial 54,000 options (3-year equal annual vesting); annual 27,000 options (1-year cliff); change-in-control acceleration immediately prior to closing (service-based) .

Additional Board Activity & Attendance

• 2024 meetings: Board (4), Audit (4), Compensation (3), Nominating (2); all directors met at least 75% attendance thresholds during their service periods .
• Audit Committee 2024 report: recommended inclusion of audited FY2024 financials in 10-K; signed by the chair and members including Dr. Ryan .

Compensation Committee and Peer Benchmarking (Context)

• The Compensation Committee retained Compensia, Inc. as its independent consultant to evaluate compensation strategy and develop a peer group for benchmarking director and executive pay; the board approved Compensia’s recommendations .

Related-Party Transactions Policy

• The Audit Committee must review and approve related-party transactions exceeding $120,000; the policy emphasizes arm’s-length terms and evaluates the extent of the related party’s interest .

Shareholder Voting Outcomes (2025)

• Say-on-Pay (advisory): For 16,590,485; Against 800,094; Abstain 68,764; Broker Non-Votes 14,058,309 (approved) .

RED FLAGS: None disclosed specific to Dr. Ryan. Board-level items for monitoring include the classified board structure and single-trigger acceleration of director options upon change in control .