Una Ryan
About Una S. Ryan
Independent director of RenovoRx since 2013; age 83 as of the 2025 proxy. O.B.E. honoree with a Ph.D. from Cambridge University and B.Sc./honorary D.Sc. from Bristol University. Former serial CEO (Diagnostics for All; Waltham Technologies; AVANT Immunotherapeutics, now part of Celldex) and longtime life sciences operator, investor, and board leader. Serves as Audit Committee financial expert and chairs both the Audit and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure/Context | Committees/Impact |
|---|---|---|---|
| AVANT Immunotherapeutics (now Celldex) | CEO | Prior leadership role (dates not provided) | Public company operating and governance experience |
| Waltham Technologies | CEO | Prior leadership role | Translating science to business |
| Diagnostics for All | CEO | Prior leadership role | Translating science to business |
| Univ. of Miami, Washington, Boston | Professor of Medicine | Academic career | NIH MERIT, HHMI Investigator; AHA Established Investigator |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Cortexyme, Inc. (Nasdaq: CRTX) | Director | Public company board |
| Elemental Machines, Inc. | Chair | Private company board chair |
| Cambridge in America | Director | Non-profit board |
| Bristol University U.S. Foundation | Chair | Non-profit board chair |
| Golden Seeds | Managing Director | Focus on women-led ventures |
| Astia Angels | Partner | Early-stage investing |
| Breakout Ventures, Lionheart Ventures | Limited Partner | Venture LP roles |
Board Governance
- Independence: Board has six directors; Ryan is one of four deemed independent under Nasdaq rules. No family relationships disclosed.
- Committee leadership: Chair, Audit Committee (designated audit committee financial expert); Chair, Nominating & Corporate Governance Committee.
- Committee composition and meeting cadence (FY2024): Audit (Ryan, Marton, Spiegel) – 4 meetings; Compensation (Macfarlane, Spiegel) – 9 meetings; Nominating & Corporate Governance (Ryan, Marton, Macfarlane) – 4 meetings.
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings. Executive sessions of independent directors are held, typically after each regular Board meeting.
- Board leadership: Separate Chair (Agah) and CEO (Bagai); no Lead Independent Director since late 2023.
| Committee | Membership | Chair |
|---|---|---|
| Audit | Ryan; Marton; Spiegel | Ryan |
| Compensation | Macfarlane; Spiegel | Macfarlane |
| Nominating & Corporate Governance | Ryan; Marton; Macfarlane | Ryan |
Fixed Compensation
Policy rates (non-employee directors):
- Cash retainer: $36,000; Committee Chair fees: Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $10,000; Committee member fees: $5,000 per committee; Audit Committee members received $7,500 in FY2024.
Actual director cash compensation (Una Ryan):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 51,000 | 64,505 |
Notes: Committee service and chair roles drive retainers; policy details above.
Performance Compensation
Equity is the primary at-risk component for directors via annual stock options; CoC provides single-trigger full vesting for director equity. No performance-vested equity is disclosed for directors.
| Grant Detail | Oct 1, 2023 | Oct 1, 2024 |
|---|---|---|
| Annual Option Grant (shares) | 25,099; vests monthly over 12 months starting Nov 1, 2023 | 25,099; vests monthly over 12 months starting Nov 1, 2024 |
| Grant Date Fair Value (approx.) | $70,000 policy cap; reported for Ryan: $30,995 (2023 director table) | Reported for Ryan: $24,281 (2024 director table) |
| Change-in-Control Treatment | Full vesting for non-employee directors | Full vesting for non-employee directors |
| Source | Outside Director Compensation Policy | Outside Director Compensation Policy |
Unexercised option holdings (as of 12/31/2024): Una Ryan: 86,117 options unexercised.
Other Directorships & Interlocks
- Current public company board: Cortexyme, Inc. (CRTX).
- Compensation Committee interlocks: None reported.
Expertise & Qualifications
- Financial oversight: Audit Committee financial expert (SEC 407), financially sophisticated per Nasdaq.
- Life sciences leadership: Extensive operating, governance, investing experience; awards include Albert Einstein Award (2007), Cartier Award (2009), WEF Tech Pioneer (2011); O.B.E. (2002).
Equity Ownership
| As of Record Date | Shares Owned | Shares Issuable within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| April 25, 2025 | — | 98,666 (options) | 98,666 | <1% |
Notes:
- 2024 proxy showed 73,567 beneficially owned shares (all options exercisable within 60 days).
- Section 16(a) compliance: All directors/officers and 10% holders filed timely in 2024 per 2025 proxy.
- Insider trading policy prohibits short-term/speculative transactions (hedging/derivatives).
Governance Assessment
Strengths
- Independent director with deep domain expertise; designated audit committee financial expert; chairs Audit and Nominating & Corporate Governance—strong signal for oversight of financial reporting and board composition.
- Regular executive sessions of independent directors; separated Chair/CEO roles.
- Director equity awards with vesting and a clear compensation policy; director equity fully vests on change in control, aligning directors with transaction outcomes; re-pricing of awards requires shareholder approval under the equity plan.
Watch items / potential red flags
- Concentration of leadership: Simultaneous chair of two key committees may concentrate workload and oversight risk, especially given multiple external roles.
- Ownership alignment: Beneficial ownership consists of options exercisable within 60 days and no reported common shares; stake is <1%—may limit direct downside alignment.
- Age and succession planning: At 83, emphasizes importance of board refreshment planning and depth on committees she chairs.
Related-party/conflicts
- Audit Committee oversees related-party transactions under a formal policy; proxy provides policy and indicates oversight. No specific related-party transactions involving Dr. Ryan are disclosed in the cited sections.
Attendance and engagement
- Met or exceeded the 75% attendance threshold in FY2024 across Board/committees; Audit (4), Nominating (4) meetings held.
Accolades and qualifications
- High-profile scientific and leadership recognitions (O.B.E., Einstein Award, Cartier, WEF).