Thomas Catinazzo
About Thomas Catinazzo
Thomas Catinazzo is Chief Financial Officer of Relay Therapeutics (since January 2022) and age 47 as of April 4, 2024. He previously served as SVP Finance (Aug 2020–Jan 2022) and VP Finance (Apr 2018–Aug 2020) at Relay; prior to that he held FP&A roles of increasing responsibility at Foundation Medicine (2013–2018). He holds a B.S. from Boston College. Relay’s pay-versus-performance disclosure identifies stock price as the Company-Selected Measure for linking compensation actually paid to performance; the proxy also charts compensation actually paid versus TSR and net income/loss over time, though it does not disclose numeric TSR values in text. Corporate goal achievement was assessed at 100% in 2022, 2023, and 2024, informing annual cash incentive payouts.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Relay Therapeutics | Chief Financial Officer | Jan 2022–present | Finance leadership through scaling; eligible performance/cash incentive structures referenced in proxy. |
| Relay Therapeutics | SVP, Finance | Aug 2020–Jan 2022 | Built finance function continuity across growth phase. |
| Relay Therapeutics | VP, Finance | Apr 2018–Aug 2020 | Finance leadership; pre-SVP phase. |
| Foundation Medicine | FP&A roles | Jun 2013–Apr 2018 | Roles of increasing responsibility in FP&A. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or outside public company roles disclosed. |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $420,000 | $465,000 | $481,276 |
| Target Bonus (% of Base) | 40% | 40% | 40% |
| Target Bonus ($) | $168,000 | $186,000 | $192,510 |
| Actual Cash Incentive Paid ($) | $168,000 (100% of target) | $186,000 (100%) | $192,510 (100%) |
| All Other Compensation ($) | $11,825 | $12,994 | $13,305 |
| Total Compensation ($) | $2,457,265 | $5,219,149 | $4,400,994 |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $800,323 | $1,855,945 | $3,713,903 |
| Option Awards ($) | $1,057,117 | $2,699,210 | — (none disclosed) |
| Annual Bonus Framework | Corporate goals + individual objectives; corporate goals achieved 100% → 100% payout | Corporate goals achieved 100% → 100% payout | Corporate goals achieved 100% → 100% payout |
Equity Grants Detail and Vesting
| Award Type | Grant Date | Quantity | Vesting/Performance Terms | Status/Payout |
|---|---|---|---|---|
| Time-based RSUs | 1/16/2024 | 200,000 | 50% at ~1-year anniversary; remaining 50% in 4 equal quarterly installments; continuous employment required | Outstanding at 12/31/2024 (MV $824,000) |
| Performance RSUs (2024) | 1/16/2024 | 141,980 target | Earned based on 2024 Performance Criteria; vest 50% after determination; remainder in 4 quarterly installments | Earned at 98% in Q1’25; 139,141 RSUs earned for Catinazzo |
| Time-based RSUs | 1/17/2023 | 42,494 | Time-based schedule per plan; outstanding at FY-end | Unvested 29,419 at 12/31/2024 (MV $121,206) |
| Performance RSUs (2023) | 1/17/2023 | 48,815 target | Vest in 12 equal quarterly installments only if stock price ≥ $35 for 15 consecutive trading days on or before 1/17/2026; upon achievement, catch-up vesting applies | Condition not met as of 4/23/2025; unearned/unvested |
| Time-based Options | 1/17/2023 | 104,600 | Standard employee option vesting (see option schedule); 10-year term, exercise price $20.45 | Outstanding at FY-end |
| Performance Options (2023) | 1/17/2023 | 97,630 | Same $35 stock-price market condition as RSUs; 12 equal quarterly installments upon condition satisfaction | Not yet earned/vested as of 4/23/2025 |
| Time-based RSUs | 1/27/2022 | 39,270 | Standard time-based schedule | Unvested 12,272 at 12/31/2024 (MV $50,561) |
| Time-based Options | 1/27/2022 | 78,540 | Time-based vest; 10-year term; exercise price $20.38 | Outstanding/exercisable/unexercisable per FY-end table |
Option vesting reference: typical pattern 25% cliff at 1-year anniversary, remainder in 12 equal quarterly installments; RSUs often vest 50% at year-one then quarterly. Relay’s policy requires RSU holders to sell shares to cover tax withholding at each vesting.
Realized during FY 2024: 26,861 RSUs vested ($203,183 value). During FY 2022: 39,543 option shares exercised ($1,023,379 value).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/8/2025) | 459,590 shares; <1% of outstanding 170,488,817 shares |
| Pledging/Hedging | Insider trading policy prohibits pledging and hedging; no requests made or approved to date |
| Ownership Guidelines | No explicit ownership multiple/guideline disclosure found for executives |
| Outstanding Awards Snapshot (12/31/2024) | Unvested RSUs: 200,000 (2024 grant), 141,980 target (2024 performance), plus earlier grants (e.g., 29,419 from 2023 and 12,272 from 2022); Performance options unearned: 97,630 (2023); Numerous time-based options outstanding across 2019–2023 cohorts per table |
| RSU Withholding Policy | RSU holders must sell shares to cover tax withholding at each vesting |
Employment Terms
| Provision | Outside Change-in-Control Period | Within Change-in-Control Period |
|---|---|---|
| Severance Cash | 12 months base salary + target bonus for current year (prorated for time worked); paid over 12 months post-termination, subject to effective release | Lump sum equal to then-current base salary + target bonus for current year; subject to effective release |
| Benefits | Employer portion of COBRA premiums up to 12 months | Employer portion of COBRA premiums up to 12 months |
| Equity Acceleration | None (vesting ceases at termination; options generally exercisable up to 3 months post-termination) | Accelerated vesting of all time-based stock options and other time-based stock awards (as of termination/release effectiveness) |
| Triggers | Termination without cause or resignation for good reason | Same triggers but occurring within the CIC period (beginning in anticipation of, and ending 12 months after, a CIC) |
| Non-Compete/Non-Solicit | Applies during employment and for one year post-termination; confidentiality perpetual | Same |
| Clawback | SEC/Nasdaq-compliant clawback adopted 9/29/2023: recoup incentive-based compensation tied to financial reporting measures for 3 years preceding a required restatement | Same |
| Tax Gross-ups | None; no 280G/409A gross-ups provided | None |
| CIC Design | Double-trigger protection for executive officers (policy statement) | Double-trigger |
Performance & Governance Notes
- 2025 proxy emphasizes equity as the largest at-risk component; time-based awards promote retention, performance-based awards align to stockholder value (including market-based stock price conditions for 2023 grants).
- 2024 performance-based RSUs were earned at 98% of target, while 2023 market-condition awards remain unearned as of April 23, 2025.
- 2025 annual equity grants were options-only, with aggregate value below the 50th percentile of the peer group; 2025 equity grant value decreased ~76% on average for non-CEO NEOs versus 2024, reflecting stockholder feedback.
- Say-on-Pay (2025 meeting): executive compensation approved (69,745,321 for; 53,852,178 against; 119,290 abstain; 18,744,478 broker non-votes).
Investment Implications
- Alignment: Strong anti-hedging/pledging posture and SEC/Nasdaq-compliant clawback reduce governance risk; RSU tax-withholding sales can create predictable vest-related sell pressure but are mechanical rather than discretionary.
- Retention risk vs. performance leverage: Large unvested 2024 RSUs and unearned 2023 market-condition awards create meaningful retention hooks; failure to meet the $35 stock-price condition by 1/17/2026 would eliminate those performance payouts, sharpening alignment to TSR.
- Pay mix and shareholder feedback: Shift to options-only and below-median 2025 grant values signal responsiveness to investors and increase performance sensitivity, but reduce near-term guaranteed value—potentially improving pay-for-performance optics.
- Trading signals: RSU vesting activity (e.g., 26,861 shares vested in 2024, with required tax sales) and prior option exercises (39,543 shares in 2022) suggest episodic transactional flow; monitoring Form 4s around vest dates can refine assessments of incremental selling pressure.