Lori Lyons-Williams
RAPT TherapeuticsAbout Lori Lyons-Williams
Lori Lyons-Williams, age 47, joined RAPT’s Board in November 2021 and has served as Chair of the Board since January 2025; she is deemed independent under Nasdaq rules . She is President & CEO of Abdera Therapeutics (since May 2022), and previously held senior roles at Neumora Therapeutics (President & COO, Apr 2021–Apr 2022), Dermira (Chief Commercial Officer, Dec 2016–May 2020), and Allergan (Vice President, Sales & Marketing); she holds a B.A. from Virginia Tech and an MBA from the Carlson School of Management (University of Minnesota) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neumora Therapeutics | President & Chief Operating Officer | Apr 2021–Apr 2022 | Senior operating leadership in biotech |
| Dermira, Inc. | Chief Commercial Officer | Dec 2016–May 2020 | Commercial leadership; company acquired by Eli Lilly |
| Allergan Ltd. | Vice President, Sales & Marketing | Prior to Dec 2016 | Commercial experience in pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abdera Therapeutics (private) | President & CEO; Director | Since May 2022 | Precision radiopharmaceuticals; operating CEO |
| Contineum Therapeutics | Independent Director | Current | Public biopharma board service (company not specified in filing by ticker) |
| Five Prime Therapeutics | Independent Director | Prior; until Apr 2021 | Board service ended upon Amgen acquisition |
Board Governance
- Independence: The Board determined Lori Lyons-Williams is independent under Nasdaq Listing Rules .
- Board leadership: RAPT separates Chair and CEO roles; Lori is Chair and Brian Wong is CEO .
- Committee assignments (2024 and forward-looking):
- 2024: Compensation Committee (member); Nominating & Corporate Governance Committee (member) .
- Expected post-Annual Meeting (effective at Annual Meeting): join Audit Committee; step down from Nominating .
- Meeting cadence and attendance: Board met 17 times in 2024; all directors met ≥75% attendance except Linda Kozick (74%), indicating Lori met at least the 75% threshold .
- Executive sessions: Audit Committee and Compensation Committee meet regularly in executive session .
| Committee | 2024 Role | Chair? | 2024 Meetings | Expected Change at 2025 Annual Meeting |
|---|---|---|---|---|
| Audit | Not a member (2024) | N/A | 4 | Will join Audit; Audit Chair is Dr. Mary Ann Gray; Lori designated an “audit committee financial expert” |
| Compensation | Member | No (Chair: Dr. Giordano) | 8 | Continues as member |
| Nominating & Corporate Governance | Member | No (Chair: Linda Kozick) | 1 | Will step down post-Annual Meeting |
Fixed Compensation
- Policy structure (Non‑Employee Director Compensation Policy):
- Board annual cash retainer: $40,000; Chair receives additional $30,000 .
- Committee annual cash retainers: Audit Chair $25,000 / member $12,500; Compensation Chair $15,000 / member $7,500; Nominating Chair $10,000 / member $5,000 .
- 2024 actuals (Lori Lyons‑Williams):
- Fees earned/paid in cash: $51,875 .
| Component | Amount | Source |
|---|---|---|
| Board annual cash retainer | $40,000 | Policy |
| Chair additional cash retainer | $30,000 | Policy |
| Audit Committee (Chair/Member) | $25,000 / $12,500 | Policy |
| Compensation Committee (Chair/Member) | $15,000 / $7,500 | Policy |
| Nominating & Corporate Governance (Chair/Member) | $10,000 / $5,000 | Policy |
| Lori 2024 Cash Fees | $51,875 | 2024 Director Compensation Table |
Performance Compensation
- Annual/Initial equity awards (policy):
- Initial option grant to new directors: grant date fair value $400,000; vests in three equal annual installments over three years .
- Annual option grant at each Annual Meeting: grant date fair value $200,000; vests in equal monthly installments; change‑in‑control acceleration applies .
- Directors may elect to receive annual cash compensation in stock options (granted last business day in March); 2024 examples were granted at $8.98 exercise price with 2034 expiration for directors who elected conversion (not including Lori) .
- 2024 actuals (Lori Lyons‑Williams):
- Option awards (grant date fair value): $142,419 .
- Clawback and compensation limits:
- Equity awards under the 2025 Plan are subject to clawback per company policy; non‑employee director total cash+equity capped at $750,000 per calendar year ($1,000,000 in initial appointment year) .
- Hedging/pledging prohibited: Insider trading policy prohibits hedging, short selling, margin purchases, and pledging of RAPT securities .
| Metric | Value | Vesting/Terms |
|---|---|---|
| Initial Director Option Grant (Policy) | $400,000 grant date fair value | 3 equal annual installments over 3 years; CIC acceleration |
| Annual Director Option Grant (Policy) | $200,000 grant date fair value | Monthly vesting; CIC acceleration |
| Cash-to-Options Election (Policy) | Allowed; granted last business day in March | Quarterly vest schedule for elected options |
| 2024 Option Awards – Lori | $142,419 | Aggregate grant date fair value reported |
| Clawback | Applies to awards under 2025 Plan | Per Dodd‑Frank/Nasdaq |
| Non‑Employee Director Compensation Cap | $750,000/year; $1,000,000 in first year | Based on grant date fair value + cash |
| Hedging/Pledging | Prohibited | Insider trading policy |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Contineum Therapeutics | Independent Director | Not specified in filing by ticker | Current board service |
| Five Prime Therapeutics | Independent Director (prior) | Public (acquired by Amgen) | Service ended at acquisition in Apr 2021 |
| Abdera Therapeutics | CEO & Director | Private | Operating role outside RAPT |
- Potential interlocks/conflicts: No related‑person transactions involving Lori are disclosed; RAPT’s Audit Committee reviews related‑party transactions under a formal policy .
Expertise & Qualifications
- Executive and commercial leadership across biotech and pharma (Dermira, Allergan; CEO at Abdera); current public board experience at Contineum .
- Audit committee financial expert designation (Board determined Lori meets SEC “financial expert” criteria) .
- Education: B.A. (Virginia Tech); MBA (Carlson School of Management, University of Minnesota) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Lori Lyons‑Williams | 82,230 | <1% | As of Mar 25, 2025; options exercisable within 60 days included per SEC rules |
| Options Held (All Outstanding) | 82,230 | N/A | Aggregate number of shares underlying options held as of Dec 31, 2024 |
- Pledging/hedging: Company policy prohibits pledging and hedging of RAPT securities; no pledging by directors disclosed .
Governance Assessment
- Positives:
- Independent Chair separate from CEO; strong governance signal for oversight .
- Board determined independence; Lori meets audit committee financial expert standard, enhancing audit oversight .
- Attendance ≥75% in 2024; broad engagement across committees; expected move to Audit strengthens financial governance .
- Clawback applied to equity awards; explicit cap on non‑employee director compensation; prohibitions on hedging/pledging support alignment .
- Director options were not subject to the November 2024 employee option repricing (avoids self‑favoring red flag) .
- Watch items:
- Outside commitments: CEO role at Abdera alongside RAPT Board Chair responsibilities may increase time demands, though no attendance shortfall is disclosed .
- Related‑party exposure: No transactions disclosed involving Lori; continued Audit Committee review under policy mitigates risk .