Richard Barry
CASSAVA SCIENCESAbout Richard Barry
Richard J. “Rick” Barry, 66, is President, Chief Executive Officer and a Class II Director at Cassava Sciences; he joined the Board in June 2021, served as Executive Chairman beginning July 2024, and was appointed CEO effective September 6, 2024. He holds a BA from Pennsylvania State University and has extensive investment management experience as founding member and Managing General Partner at Eastbourne Capital and as Portfolio Manager/Managing Director at Robertson Stephens Investment Management. Cassava’s pay-versus-performance disclosure shows company TSR declined to a $45 value of an initial $100 in 2024 with a net loss of $24.3 million, contextualizing Barry’s first months as CEO amid a challenged equity backdrop. Governance improved via separation of CEO and Chairman roles with Claude Nicaise, M.D. named Chairman in September 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cassava Sciences | Director | Jun 2021–present | Added investor perspective and governance experience; chaired Audit and Nominating & Governance Committees prior to stepping aside when named Executive Chairman . |
| Cassava Sciences | Executive Chairman (Principal Executive Officer) | Jul 2024–Sep 2024 | Led during CEO transition; set the stage for CEO appointment; stepped aside from Audit and N&G committees per Nasdaq rules . |
| Cassava Sciences | President & CEO | Sep 2024–present | Established annual performance criteria and corporate goals; declined a 2024 bonus despite partial goal attainment . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sarepta Therapeutics (Nasdaq: SRPT) | Director; Chair of Nominating & Governance Committee | Jun 2015–present | Oversight in governance; biotech strategic context . |
| MiMedx Group (Nasdaq: MDXG) | Director | Jun 2019–Oct 2020 | Board service during turnaround period . |
| Eastbourne Capital Management | Founding member; Managing General Partner & Portfolio Manager | 1999–2010 | Led large equity hedge fund investing in healthcare and other sectors . |
| Robertson Stephens Investment Management | Portfolio Manager; Managing Director | Prior to 1999 | Institutional investment management leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | — | 309,375 (partial year; employment agreement set initial base salary of $675,000 retroactive to July 15, 2024) . |
| Target Bonus (% of base) | — | 60% (prorated for 2024) . |
| Actual Bonus Paid ($) | — | 0 (Barry declined bonus despite partial goal attainment) . |
| Director Cash Fees ($) | 7,500 | 10,000 . |
| Total Compensation ($) | 546,155 | 16,729,425 . |
Notes:
- Annualized base salary set at $675,000 under employment agreement dated September 30, 2024 (retroactive to July 15, 2024) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Release and communication of Phase 3 RETHINK-ALZ top-line results | Not disclosed | Established Q4 2024 | Partially met | $0 (CEO declined 2024 bonus) | N/A (cash bonus) . |
| Launch extension to Open-Label for Phase 3 completers | Not disclosed | Established Q4 2024 | Partially met | $0 | N/A . |
| Stay within Board-approved 2H24 cash operating budget | Not disclosed | Established Q4 2024 | Partially met | $0 | N/A . |
Equity awards:
- No performance awards (PSUs/RSUs) granted in 2024; Cassava emphasizes stock options as long-term performance incentives .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 502,895 . |
| Ownership % of outstanding | 1.0% (out of 48,307,896 shares) . |
| Shares held in family trust | 469,562 . |
| Options exercisable within 60 days (as of 3/27/2025) | 33,333 . |
| Pledged shares | Company is not aware of any arrangements, including pledges, that may result in change of control . |
| Open-market purchase disclosure | Personally purchased 150,000 SAVA shares in 2021 prior to Board discussions . |
Option grant detail:
| Grant date | Securities | Exercise price ($/sh) | Grant date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| May 9, 2024 (director grant) | 15,000 options | 21.11 | 304,369 | Not separately disclosed . |
| Oct 1, 2024 (CEO grant) | 600,000 options | 27.42 | 16,105,681 | Cliff vesting in four equal annual installments (25% per year) beginning July 15, 2025, subject to continued employment . |
Equity design philosophy:
- Options generally vest over 3–4 years, strike at grant-date market price; no option repricing policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date and term | Employment agreement dated September 30, 2024; initial three-year term with automatic one-year renewals unless terminated 60 days prior to expiration . |
| Base salary | Initial base salary $675,000, retroactive to July 15, 2024 . |
| Annual bonus target | 60% of base, prorated for partial years; performance criteria established Q4 2024 . |
| Equity grant | 600,000 options @ $27.42; vest 25% annually starting July 15, 2025 . |
| Severance (no cause/good reason) | 12 months base salary continuation plus continued medical benefits (up to 12 months) after termination; base salary through termination date . |
| Change-of-control | If terminated in connection with a Change in Control, benefits equivalent to termination without cause; if agreement not assumed by successor, deemed termination other than for cause . |
| Accelerated vesting | 2018 Omnibus Incentive Plan includes accelerated vesting of unvested options upon certain terminations in connection with change in control; example shows zero intrinsic value at $2.36 stock price as of 12/31/2024 . |
Board Governance
- Board service history: Director since June 2021; appointed Executive Chairman July 15, 2024; named CEO September 6, 2024 .
- Committee roles: Prior to serving as Executive Chairman, Barry chaired Audit and Nominating & Governance; he stepped aside from both committees during his service as Executive Chairman in line with Nasdaq listing rules .
- Current board leadership: Cassava separated CEO and Chair roles; Claude Nicaise, M.D. serves as Chairman, addressing CEO/Chair dual-role governance concerns .
- Independence status: The proxy indicates independence for specified directors; Barry is listed as CEO and Class II Director without an independence designation in the committee legend, consistent with executive directors not being independent under Nasdaq standards .
Director Compensation (Barry as non-employee director prior to CEO appointment)
- Cash fees: $7,500 (2023); $10,000 (2024) .
- Equity: Standard annual non-employee director option grant on May 9, 2024 (15,000 options; grant-date fair value $304,369) .
- No additional performance awards or ESPP participation in 2024; Cassava may terminate ESPP at any time .
Pay versus Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | $131 | $840 | $568 | $433 | $45 |
| Net Loss ($ thousands) | $6,334 | $32,385 | $76,246 | $97,217 | $24,342 |
| Compensation Actually Paid to PEO 2 (Barry) | — | — | — | — | $1,776,953 |
Compensation Structure Analysis
- Shift to option-heavy CEO package: Barry’s 2024 total included $16.41 million grant-date fair value of options, aligning pay with long-dated equity outcomes; no RSUs/PSUs were granted in 2024, consistent with Cassava’s emphasis on options and no repricing policy .
- Introduction of formal annual goals: With Barry’s appointment, Cassava established annual performance criteria and corporate goals for the CEO, moving from prior discretionary bonus practices; Barry declined his 2024 bonus despite partial attainment, signaling pay discipline under constrained TSR conditions .
- Use of independent consultant: Pearl Meyer conducted compensation analysis for the prospective CEO in September 2024, informing the 600,000-option grant and pay structure .
Risk Indicators & Red Flags
- Governance improvement: Separation of CEO and Chairman roles mitigates combined role concerns .
- Equity alignment: Significant family-trust holdings (469,562 shares) and historical open-market purchase (150,000 shares) support alignment; no pledging arrangements known that could impair alignment .
- Litigation/controversies context: DOJ indictment of a former scientific collaborator (Dr. Wang) underscores broader company risk environment but does not implicate Barry; Cassava terminated the consulting relationship and removed him from bonus participation .
Compensation & Ownership Summary (Barry)
| Item | 2023 | 2024 |
|---|---|---|
| Option awards (grant-date fair value) | $538,655 | $16,410,050 . |
| Director cash fees | $7,500 | $10,000 . |
| Salary | — | $309,375 (partial year; base set at $675,000) . |
| Bonus paid | — | $0 (declined) . |
| Total compensation | $546,155 | $16,729,425 . |
| Beneficial ownership | — | 502,895 shares (1.0%); includes 469,562 trust-held; 33,333 options exercisable within 60 days . |
Investment Implications
- Alignment and retention: Barry’s option-heavy package with four-year cliff vesting and significant personal shareholdings (including trust) ties upside to long-term value creation; 12-month salary-only severance and no enhanced change-of-control cash multiples limit windfall risk while 2018 Plan’s accelerated vesting could matter in a sale scenario if options become in-the-money .
- Governance and role transition: The separation of CEO and Chair roles and stepping aside from key committees during Executive Chairman tenure mitigates dual-role and independence concerns; current structure supports checks and balances during pivotal Phase 3 and operating budget execution .
- Performance incentives: Introduction of formal annual goals under Barry is positive, but with TSR severely compressed in 2024 and no performance-based equity granted, pay-for-performance linkage hinges on option value realization, timelines, and Phase 3 outcomes; declining the 2024 bonus despite partial goal attainment indicates conservatism amid market conditions .
- Trading signals: Large 600,000 option grant at $27.42 with initial vest in July 2025 creates a calendar of potential insider exercises and selling windows starting mid-2025; absence of pledging and history of open-market purchases reduce near-term selling pressure optics, but monitor Form 4 filings as vesting commences .