Tyvin Rich
About Tyvin Rich
Tyvin A. Rich, M.D. is SHPH’s Chief Medical Officer responsible for clinical development of radiation sensitizers, with a career spanning leadership roles at MD Anderson (Director of Clinics), University of Virginia (Professor and Chairman), and current practice at Hampton University Proton Therapy Institute; he holds degrees from Rutgers (undergraduate) and University of Virginia (MD), with residencies at Georgetown (internal medicine) and Massachusetts General Hospital/Harvard (radiation therapy), and has authored 200+ publications and chaired RTOG protocols advancing chemoradiation in GI cancers . As of the FY2023 10-K, Dr. Rich’s age was disclosed as 76 and his title as Chief Clinical Officer; the FY2024 10-K references him as Chief Medical Officer with the same scope . His employment agreement (May 31, 2019) sets base salary and milestone-based bonus parameters and an RSU grant vesting over three years, with Good Reason severance equal to 12 months of base salary . In May 2025, SHPH implemented a 70% salary reduction for salaried employees and executive officers, including Dr. Rich, indicative of near-term cash preservation measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Texas M.D. Anderson Cancer Center | Professor of Radiotherapy; Director of Clinics | 1984–1995 | Led clinical operations; foundation for expertise in chemoradiation; authored significant research output . |
| University of Virginia Health Sciences Center | Professor and Chairman, Therapeutic Radiology & Oncology | 1995–2010 | Chaired department; advanced chemoradiation protocols; chaired RTOG trials in rectal/pancreatic cancers . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hampton University Proton Therapy Institute (HUPTI) | Staff Radiation Oncologist | 2010–present | Clinical practice in proton therapy; oversight relevant to radiation sensitizer development . |
| University of Virginia | Professor Emeritus, Radiation Oncology | 2010–present | Ongoing academic contributions; recognized authority in GI chemoradiation . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $67,077 | $220,226 | $218,000 |
| Target Bonus ($) | $43,000 (per employment agreement) | $43,000 (per employment agreement) | $43,000 (per employment agreement) |
| Actual Bonus Paid ($) | $0 (not listed for 2022) | $43,000 | $0 |
| Temporary Salary Reduction | N/A | N/A | 70% salary reduction effective May 21, 2025 (post-FY) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Milestone-based (specific KPIs not disclosed) | Not disclosed | Not disclosed | $43,000 paid in 2023; none in 2024 | Annual, based on milestone achievement (narrative only) . |
| RSUs (Initial grant) | Time-based vesting | N/A | 3,843 RSUs granted 5/31/2019 | Grant value not quantified beyond share count | Vested in three equal annual tranches on each anniversary of 5/31/2019 (i.e., 2020/2021/2022) . |
Notes:
- Proxy and 10-K disclosures reference “milestones” for bonuses but do not publish revenue/EBITDA/TSR targets or weightings for Dr. Rich .
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial Ownership (shares) | 3,843 | 2,429 | 2,429 | 304 |
| Ownership % of Outstanding | <1% (“-” denotes <1%) | <1% (“-” denotes <1%) | <1% (“-” denotes <1%) | <1% (“-” denotes <1%) |
| Shares Outstanding (context) | 15,984,125 (as of Oct 19, 2023) | 15,984,125 (table context) | 16,794,893 (as of Jun 4, 2024) | 6,257,693 (as of Mar 13, 2025) |
| Pledged/Hedged Shares | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Stock Ownership Guidelines | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | May 31, 2019 |
| Title | Chief Clinical Officer (earlier proxies); Chief Medical Officer (FY2024 10-K) |
| Base Salary | $218,000 per year (agreement) |
| Target Bonus | $43,000 (milestone-based) |
| RSU Grant | 3,843 RSUs; vesting in three equal annual installments on each anniversary of grant |
| Severance (Good Reason) | 12 months of then-applicable base salary, subject to compliance |
| Change-of-Control | Not disclosed (no single/double-trigger terms disclosed) |
| Clawback/Ownership/Hedging Policies | Not disclosed for Dr. Rich specifically |
| 2025 Compensation Action | 70% salary reduction implemented May 21, 2025 for salaried employees and executive officers, including Dr. Rich |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting advisory vote on executive compensation (“Say on Pay”): For 2,542,575; Against 469,312; Abstentions 87,730; Broker Non-Votes 1,078,407 — advisory approval .
- 2025 meeting quorum: 4,178,024 shares represented (~66.8% of outstanding); shares outstanding 6,257,693 as of record date .
Compensation Structure Analysis
- Mix shifted toward fixed cash with minimal variable payouts: Dr. Rich received salary-only compensation in 2024 ($218,000) and a modest bonus in 2023 ($43,000), with earlier compensation including stock awards in 2021–2022, indicating lower current at-risk pay linkage .
- Milestone-based bonus framework lacks published financial/TSR metrics and weightings, limiting transparency into pay-for-performance alignment for Dr. Rich .
- Temporary 70% salary reduction in May 2025 suggests near-term liquidity management and could increase retention risk for executives tied primarily to cash comp .
Performance & Track Record
- Scientific and clinical leadership: Chair of RTOG protocols advancing chemoradiation in rectal and pancreatic cancers; >200 publications, reviews, book chapters — supports domain expertise for SHPH’s radiation sensitizer programs .
- Long-tenured academic and clinical roles at premier institutions (MD Anderson, UVA, HUPTI) establish execution capability in oncology trials .
Investment Implications
- Alignment: Dr. Rich’s beneficial ownership is small (<1% across 2022–2025) with legacy RSU grants fully vesting by 2022; current equity-based incentives for Dr. Rich are not disclosed beyond the 2019 grant, limiting ongoing equity alignment signals .
- Pay-for-performance: Bonus structure references “milestones” but lacks disclosed financial/operational targets and weightings; 2024 bonus at $0 and 2023 at $43,000 implies limited variable compensation, reducing immediate trading signal value from incentive payouts .
- Retention risk: The company-wide 70% salary reduction (May 2025) elevates near-term retention and focus risk for key leaders reliant on cash compensation, especially if equity refresh or retention grants are not provided or disclosed .
- Governance sentiment: 2025 say-on-pay received majority “For” votes (2.54M vs. 0.47M), indicating shareholder tolerance of current compensation practices, though the lack of metric disclosure could become a focus if performance or liquidity concerns persist .
Data gaps for deeper analysis:
- No disclosure of current RSU/PSU grants, vesting schedules, or performance metrics for Dr. Rich beyond the 2019 agreement.
- No pledging/hedging policy disclosure specific to Dr. Rich; no Form 4 trading pattern analysis provided here.
Sources: Company DEF 14A (2022, 2023, 2024, 2025), 10-K FY2023/FY2024, and relevant 8-K filings .