Peter Rahmer
About Peter Rahmer
Peter Rahmer is Chief Corporate Development Officer at Relay Therapeutics (RLAY), serving in this role since January 2022. He is 43 years old as of April 8, 2025, with a B.A. in economics from St. Lawrence University and an MBA from the Rochester Institute of Technology; prior roles include founder/managing partner at Endurance Advisors and managing director at the Trout Group, and at Relay he led investor relations and corporate affairs before moving into corporate development . Company performance context during his tenure: 2024 corporate goals were achieved 100%; pay-versus-performance shows 2024 company stock price of $4.46, TSR value of $11.75 (from $100 base), and net loss of $337,708 thousand; 2023 company stock price was $10.13, TSR value $31.41, and net loss $341,973 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Relay Therapeutics | Vice President, Investor Relations | Feb 2020–Jan 2021 | Investor relations leadership |
| Relay Therapeutics | SVP, Corporate Affairs & Investor Relations | Jan 2021–Jan 2022 | Corporate affairs and IR leadership |
| Relay Therapeutics | Chief Corporate Development Officer | Jan 2022–Present | Corporate development and strategic initiatives |
| Endurance Advisors | Founder & Managing Partner | — | Biotech-focused investor relations and capital markets advisory |
| The Trout Group | Managing Director | — | Investor relations advisory (biotech) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endurance Advisors | Founder & Managing Partner | — | Biotech capital markets and IR advisory |
| The Trout Group | Managing Director | — | Investor relations advisory leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 440,000 | 455,400 |
| Target Bonus (%) | — | — | 40% |
| Retention/Bonus ($) | — | — | 600,000 (retention) |
| Stock Awards – Grant Date Fair Value ($) | 800,323 | 3,554,966 | 3,713,903 |
| Option Awards – Grant Date Fair Value ($) | 1,057,117 | 2,600,863 | — |
| Non-Equity Incentive Plan Compensation ($) | 160,000 | 176,000 | 182,160 |
| All Other Compensation ($) | 10,517 | 10,617 | 12,173 |
| Total Compensation ($) | 2,427,957 | 6,782,446 | 4,963,636 |
Performance Compensation
Annual Cash Incentive (FY 2024)
| Name | Target Award (% of Base) | Target ($) | Actual Paid ($) | Payout (% of Target) |
|---|---|---|---|---|
| Peter Rahmer | 40% | 182,160 | 182,160 | 100% |
2024 Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) | Performance Achievement | Vesting Terms |
|---|---|---|---|---|---|
| Time-Based RSUs | 1/16/2024 | 200,000 | 2,172,000 | N/A | 16 equal quarterly installments |
| Performance-Based RSUs (2024 Performance Criteria) | 1/16/2024 | 141,980 | 1,541,903 | Achieved at 98% (Q1 2025) | 50% vests day after achievement determination; remaining 50% vests in 4 equal quarterly installments |
Key Performance Award Terms (2023 Market Condition)
| Award Year | Instrument | Performance Metric | Target | Measurement Window | Status (as of Apr 23, 2025) |
|---|---|---|---|---|---|
| 2023 | Options and RSUs (for NEOs other than CEO) | Stock price | ≥ $35 per share for 15 consecutive trading days | On or before Jan 17, 2026 | Not achieved; none vested |
2024 Corporate Goals (Company-Level) Driving Incentives
| Goal | Relative Weighting | Achievement (% of Target) | Weighted Performance |
|---|---|---|---|
| Advance lead precision oncology programs | 50% | 100% | 50% |
| Maintain research productivity | 20% | 100% | 20% |
| Augment Dynamo® platform | 10% | 100% | 10% |
| Drive operational effectiveness | 20% | 100% | 20% |
| Total | 100% | — | 100% |
Notable operational highlights supporting performance assessment include progressing RLY-2608 to Phase 3, executing capital markets (net proceeds $218.2 million in Sep 2024), and year-end cash, cash equivalents and investments of $781.3 million .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Peter Rahmer | 498,135 | <1% (denoted “*” in proxy) |
| Shares Outstanding Basis | 170,488,817 (as of April 8, 2025) | — |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging; no pledging approvals have been made to date .
- Outstanding equity awards (selected items at FY 2024 year-end market price $4.12): Unvested time-based RSUs 200,000 ($824,000) and unearned performance-based RSUs 141,980 ($584,958) . 2023 unearned performance options: 97,630 at $20.45, expiring 1/16/2033; 2023 unearned performance RSUs: 48,815 ($201,118) .
Selected Options Summary
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 3/27/2020 | 34,444 | — | 5.21 | 3/26/2030 |
| 6/22/2020 | 98,566 | — | 14.06 | 6/21/2030 |
| 3/26/2021 | 29,756 | 1,984 | 34.25 | 3/25/2031 |
| 1/27/2022 | 53,996 | 24,544 | 20.38 | 1/26/2032 |
| 1/17/2023 | 42,713 | 54,917 | 20.45 | 1/16/2033 |
| 1/17/2023 (Performance Option – Unearned) | — | 97,630 | 20.45 | 1/16/2033 |
Employment Terms
| Provision | Outside Change-in-Control | In Change-in-Control Period (Double Trigger) |
|---|---|---|
| Employment status | At-will | At-will |
| Non-compete / Non-solicit | Non-compete and non-solicit apply during employment and for 1 year after termination | Same |
| Cash severance | 12 months base salary + target bonus, paid over 12 months | Lump sum of base salary + target bonus |
| Healthcare benefits | Employer portion of COBRA up to 12 months | Employer portion of COBRA up to 12 months |
| Equity vesting | No acceleration (except as specified for time-based in certain cases not applicable here) | Accelerated vesting of all time-based options and other stock-based awards |
Potential Payments (Assumed Dec 31, 2024; Stock Price $4.12)
| Scenario | Cash Severance ($) | Healthcare ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / Good reason (outside CIC) | 637,560 | 24,561 | — | 662,121 |
| Termination without cause / Good reason (in CIC) | 637,560 | 24,561 | 1,079,765 | 1,741,886 |
- Clawback: Adopted Sept 29, 2023; recovery of incentive-based compensation tied to financial reporting measures in case of restatement, covering the prior three years .
- Policy on trading: Prohibits short sales, hedging, margin accounts, and pledging; compliance obligations defined; insider trading policy filed as Exhibit 19.1 to 2024 Form 10-K .
- Tax gross-ups: None provided to named executive officers .
Performance & Track Record
- Company-level progress aligned with corporate goals: RLY-2608 advanced to Phase 3 after EOP2 interaction; triplet combination arms initiated; platform expanded with programs in vascular malformations, NRAS, and Fabry disease .
- Capital and runway: Completed underwritten public offering with net proceeds of $218.2 million in Sep 2024; year-end cash, cash equivalents and investments $781.3 million; management expects capital to fund operations into H2 2027 .
- Pay-versus-performance data: 2024 TSR value $11.75 (from $100 base), peer group TSR $97.06; company stock price $4.46; net loss $337,708 thousand. 2023 TSR value $31.41; company stock price $10.13; net loss $341,973 thousand .
Compensation Structure Analysis
- Mix and structure: In 2024, compensation combined base pay with a 40% target cash incentive (paid at 100%) and significant equity awards (time-based and performance-based RSUs); the compensation committee assessed 2024 corporate goals at 100% and 2024 Performance Criteria at 98% .
- Shift in 2025: Annual equity grants were limited to stock options only; aggregate value below the 50th percentile of the peer group; 2025 equity value lower by ~76% on average for non-CEO NEOs versus 2024, reflecting responsiveness to shareholder feedback .
- Market condition awards: 2023 performance awards require $35 stock price for fifteen consecutive trading days by Jan 17, 2026; not achieved as of proxy date, limiting vesting and potential near-term insider supply from these grants .
Risk Indicators & Red Flags
- Governance litigation: A stockholder derivative complaint filed Dec 18, 2024 alleges excessive director compensation in 2021–2023; company answered Jan 24, 2025 and matter is in discovery; outcome uncertain .
- Hedging/pledging: Prohibited; no pledging approvals to date (alignment positive) .
- Clawback policy: Implemented in 2023 in line with SEC/Nasdaq requirements (risk mitigation) .
- Tax gross-ups: None (shareholder-friendly) .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial Ownership | 498,135 shares; <1% of outstanding (170,488,817 shares basis) |
| Unvested RSUs (12/31/2024 pricing) | Time-based: 200,000 ($824,000); Performance-based: 141,980 ($584,958) |
| Performance Options Outstanding | 97,630 unearned options @ $20.45, expiring 1/16/2033 |
| Anti-pledging/Hedging | Prohibited; no approvals granted |
Employment Contracts, Severance, and Change-of-Control Economics
- Outside CIC: 12 months base salary plus target bonus over 12 months; employer portion of COBRA up to 12 months .
- In CIC (double trigger): Lump sum base salary plus target bonus; COBRA up to 12 months; full acceleration of time-based options and other time-based stock awards upon termination within CIC period .
- Non-compete/non-solicit: One year post-termination; perpetual confidentiality .
Investment Implications
- Alignment: Prohibitions on hedging and pledging, presence of a clawback, and double-trigger CIC provisions indicate shareholder-aligned policies; beneficial ownership is modest but supplemented by multi-year RSU and option exposure .
- Retention and supply dynamics: 2024 retention bonus ($600,000) and high 2024 equity grant levels (with 98% performance achievement) support retention; vesting of 2024 performance RSUs (50% immediate in early 2025, then quarterly) could create incremental selling supply if shares are sold on vest, while 2023 market-condition awards remain unvested absent sustained stock price appreciation above $35 .
- Pay moderation: 2025 shift to options-only grants below 50th percentile peer values reduces guaranteed equity value and reinforces performance dependence, lowering dilution and potential insider selling pressure relative to 2024 .
- Execution risk: Company is advancing RLY-2608 to Phase 3 and maintains strong capital; however, pay-versus-performance data reflect multi-year net losses and lower TSR in 2024, implying continued reliance on clinical milestones and capital discipline to drive value creation during Rahmer’s tenure .