Nerissa Kreher
RezoluteAbout Nerissa Kreher
Nerissa Kreher, M.D., M.S., MBA (age 52) is an independent director of Rezolute, Inc. (RZLT) appointed March 2, 2021; she currently chairs the Nominating & Governance Committee and serves on the Compensation Committee . A board‑certified pediatric endocrinologist, she has held multiple Chief Medical Officer roles in rare disease biotech and, as of January 2025, serves as CMO of Alltrna; prior roles include CMO of Entrada Therapeutics (Dec 2020–Feb 2024), interim CMO of Lucy Therapeutics (Mar–Dec 2024), CMO of Avrobio, and CMO of Tiburio Therapeutics . The Board classifies her as independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entrada Therapeutics, Inc. | Chief Medical Officer | Dec 2020 – Feb 2024 | Executive leadership in clinical development for rare disease programs |
| Lucy Therapeutics | Interim Chief Medical Officer | Mar 2024 – Dec 2024 | Interim executive leadership in clinical development |
| Avrobio, Inc. | Chief Medical Officer | Oct 2016 – Dec 2018 | Oversaw clinical and regulatory development for gene therapy pipeline |
| Tiburio Therapeutics, Inc. | Chief Medical Officer | Feb 2019 – Oct 2020 | Led clinical development, operations, regulatory, and patient advocacy |
| Zafgen, Inc. | Global Head (VP) Clinical & Medical Affairs | Mar 2015 – Jul 2016 | Led cross‑functional global development strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alltrna | Chief Medical Officer | Jan 2025 – Present | Current executive role (RNA therapeutics; private) |
| Clinical Background | Pediatric Endocrinologist | — | Board‑certified; extensive rare disease experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq Rule 5605(a)(2) |
| Board tenure | Appointed March 2, 2021 |
| Committee assignments | Compensation Committee (member); Nominating & Governance Committee (Chair) |
| Meeting attendance | Each director attended at least 75% of Board/committee meetings in FY2025 |
| FY2025 meeting cadence | Board: 4; Compensation: 3; Nominating & Governance: 3 |
| Board leadership context | CEO serves as Acting Chair; Board reviews structure periodically |
Fixed Compensation (FY2025 Director Pay)
| Component | Amount (USD) |
|---|---|
| Board annual retainer | $45,000 |
| Nominating & Governance Chair fee | $11,000 |
| Compensation Committee member fee | $7,000 |
| Total Cash Fees | $63,000 |
Notes: Cash breakdown per Proxy footnotes; total equals $63,000 (Board $45,000 + Chair $11,000 + Committee $7,000) .
Performance Compensation (FY2025 Equity Awards)
| Award Type | Grant Date | Quantity | Price/Strike | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| RSU | Feb 16, 2025 | 25,500 | $4.61 | Included in $157,065 total RSU FV per director | Vests fully by Mar 1, 2026 (one‑year schedule) |
| RSU | Jun 10, 2025 | 9,000 | $4.39 | Included in $157,065 total RSU FV per director | Vests fully by Jul 1, 2026 (one‑year schedule) |
| Stock Option | Feb 16, 2025 | 15,000 | $4.61 | Included in $65,093 total option FV per director | 10‑yr term; vests by Mar 1, 2026 |
| Stock Option | Jun 10, 2025 | 5,000 | $4.39 | Included in $65,093 total option FV per director | 10‑yr term; vests by Jul 1, 2026 |
| FY2025 Equity Totals | — | — | — | RSUs: $157,065; Options: $65,093 | Time‑based vesting (no performance conditions disclosed) |
Mix (computed from amounts above): Cash $63,000 vs Equity $222,158 → ~22% cash / 78% equity .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company directorships | None disclosed for Dr. Kreher in the proxy |
| Compensation committee interlocks | None; no insider participation reported |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Medical specialty | Board‑certified pediatric endocrinologist |
| Education | B.S. Biology (UNC Chapel Hill); M.D. (East Carolina University); M.S. Clinical Research (IUPUI); MBA (Northeastern University) |
| Industry experience | CMO roles across multiple rare disease biotechs; clinical/regulatory leadership |
Equity Ownership (as of Sep 22, 2025 record date)
| Metric | Amount |
|---|---|
| Total beneficial ownership | 110,576 shares (3,076 common + 107,500 options exercisable within 60 days) |
| Ownership as % of SO | ~0.12% (110,576 / 90,828,052 shares outstanding) |
| RSUs unvested (director) | 34,500 shares unvested RSUs |
| Options outstanding (vested) | 104,166 options (vested) |
| Options outstanding (unvested) | 35,834 options (unvested) |
| Pledged shares | None disclosed; company policy generally prohibits pledging absent pre‑approval |
| Hedging/shorting | Prohibited by insider trading policy |
Insider Trades (Recent)
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| May 2025 (Private Placement) | Open market/PIPE purchase | 3,076 | $3.25 | Participated alongside Handok; proceeds aggregated to $4.0M for the placement |
| Jun 13, 2025 (Registered Direct Offering) | Purchase (Form 4 filed late) | — | — | Proxy notes late Form 4 filing for Dr. Kreher for shares purchased in the RDO |
Say‑on‑Pay & Shareholder Signals (2024 Annual Meeting)
- Say‑on‑pay approval: 36,519,454 For; 56,680 Against; 11,908 Abstain; 842,480 broker non‑votes, indicating very high support for compensation practices .
- Director elections: Dr. Kreher received 36,396,819 For; 191,223 Withheld; 842,480 broker non‑votes, showing strong support for her board role .
Related‑Party/Conflict Review
- Related‑party policy: Audit Committee reviews and pre‑approves related‑party transactions; all independent committee members; directors deemed independent as of June 30, 2025 include Dr. Kreher .
- Transactions noted: Dr. Kreher purchased shares in May 2025 private placement; Board maintains oversight of RPTs via Audit Committee .
Governance Assessment
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Strengths
- Independent director chairing Nominating & Governance and serving on Compensation; reinforces independent oversight of board composition and pay .
- Strong shareholder support in most recent disclosed vote results for both director elections and say‑on‑pay, a positive sentiment signal for governance quality .
- High equity component in director compensation (~78%), plus personal share purchases, align incentives with shareholders .
- Company has adopted a Dodd‑Frank/Nasdaq‑compliant clawback policy and prohibits hedging/pledging, supporting investor‑friendly risk controls .
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Risks/Red Flags
- Late Form 4 filing for June 13, 2025 purchase indicates a minor compliance lapse (timeliness of insider reporting) .
- CEO also serves as Acting Chair; while reviewed periodically, combined roles can concentrate power; mitigated by independent committee leadership including Dr. Kreher as N&G Chair .
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Attendance and Engagement
- Each director attended at least 75% of Board/committee meetings in FY2025; Board met 4x, Compensation 3x, N&G 3x, indicating active cadence; Dr. Kreher holds key chair/member roles .
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Independence and Conflicts
- Board affirms independence under Nasdaq rules; no director interlocks on compensation committee; Audit Committee oversees RPTs; Dr. Kreher’s external executive roles have not precluded independence under the Board’s determination .