Hannah Fry
About Hannah Fry
Hannah Fry is TARA’s Controller, age 35, serving in the role since July 2022; she joined Protara in April 2020 after nine years in public accounting, most recently with member firms of Deloitte Touche Tohmatsu Limited. She holds a B.S. in Accountancy from the University of San Diego and is a licensed CPA in California . Company performance context during her tenure: TARA reported no revenue as a clinical-stage company, with net losses of $66.0m (2022), $40.4m (2023), and $44.6m (2024), and TSR values equivalent to $11.07, $7.74, and $78.22 for a $100 investment at year-end 2021, respectively .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($USD millions) | (66.0) | (40.4) | (44.6) |
| Company TSR – Value of $100 Investment ($) | $11.07 | $7.74 | $78.22 |
| Revenue | No revenue (clinical-stage) | No revenue (clinical-stage) | No revenue (clinical-stage) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Protara Therapeutics | Senior Director, Assistant Controller (reporting to CFO) | 2020–2022 | Built controllership capabilities and supported public-company reporting |
| Protara Therapeutics | Controller | Jul 2022–present | Strengthened financial controls and SEC reporting readiness |
| Member firms of Deloitte Touche Tohmatsu Limited | Public Accounting (led audits of complex public companies) | 2014–2020 | Led audits for publicly traded entities, enhancing technical rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of San Diego | B.S. Accountancy | — | Foundation in accounting standards and ethics |
| State of California | Certified Public Accountant (CPA) | — | Professional licensure underpinning quality of financial oversight |
Fixed Compensation
- Not disclosed for Controller; the 2024 proxy includes named executive officers only (CEO, CFO, CSOO, and former CMO), and excludes the Controller from compensation tables .
Performance Compensation
- Individual bonus and metric details for the Controller are not disclosed. Company-level annual bonus metrics for NEOs in 2024 focused on clinical milestones (Phase 2 NMIBC and LM enrollment/interim results, FDA alignment on trial design), initiation of IV Choline Chloride Phase 2, and successful capital raising; the board approved 125% overall achievement for corporate goals, driving NEO bonus payouts . No specific weighting/targets/payouts are disclosed for the Controller .
Equity Ownership & Alignment
| Ownership Category | Amount | As-of |
|---|---|---|
| Common shares owned | 20,013 | Apr 16, 2025 |
| Options exercisable or exercisable within 60 days | 49,651 | Apr 16, 2025 |
| Beneficial ownership note | Ownership includes options exercisable within 60 days per SEC rules | Apr 16, 2025 |
| Recent Equity Grants (Controller) | Grant Date | Quantity | Vesting | Strike/Expiration |
|---|---|---|---|---|
| RSUs (stock award) | Jan 24, 2025 | 9,500 | Vests 1/3 each on 1st, 2nd, 3rd anniversaries | N/A |
| Stock options | Jan 24, 2025 | 55,000 | 25% at 1st anniversary; 1/48 monthly thereafter (4-year schedule) | $4.53; Expires Jan 23, 2035 |
| Insider Transactions (recent) | Transaction Date | Type | Shares | Price | Post-Transaction Holding |
|---|---|---|---|---|---|
| Common Stock (award: RSUs) | Jan 24, 2025 | A | 9,500 | $0.00 | 38,942 |
| Common Stock (tax withholding) | Jan 21, 2025 | F | -2,130 | $4.76 | 27,312 |
- Hedging and pledging: Protara prohibits short sales, options, hedging transactions, and any pledging/margining of company stock by officers, directors, employees, and consultants at any time, which reduces alignment risk related to collateralized shares . Rule 10b5‑1 plans are permitted subject to policy and rules .
Employment Terms
| Policy/Term | Key Provisions | Source |
|---|---|---|
| Clawback policy | Adopted Oct 30, 2023; effective Dec 1, 2023; applies to incentive compensation of current/former executive officers for the prior 3 fiscal years in event of accounting restatement (Nasdaq compliance) | Proxy (2025) |
| Equity plan change-of-control | Double-trigger: if terminated without cause or resigns for good reason within 2 years post-COC, unexercisable options/SARs fully accelerate; time-based RSU forfeiture lapses; performance awards deemed satisfied at greater of target or actual, subject to committee discretion | 2024 Equity Plan (Appendix A) |
| Equity plan governance | No repricing without stockholder approval; no tax gross-ups; minimum 1-year vesting (with limited exceptions); clawback applies to awards | Proxy (2025) |
| Grant timing & blackout discipline | Company did not grant NEO options during windows around 10-Q/10-K/market-moving 8-K filings in 2024; grants historically timed around January board meetings | Proxy (2025) |
| Related party transactions policy | Formal review/approval process for transactions >$120k involving executives/directors/5% holders; conflicts managed via audit committee oversight and disclosures | Proxy (2025) |
Investment Implications
- Alignment: Fry’s equity exposure (direct shares and options) and 2025 RSU/option grants with standard multi-year vesting align her incentives with long-term TSR while prohibitions on hedging/pledging reduce misalignment risk .
- Selling pressure: Recent Form 4 shows share disposals for tax withholding, not discretionary selling, suggesting limited near-term selling pressure; upcoming vest dates (anniversary cadence) are the primary potential supply catalysts .
- Retention/COC economics: Company-wide double-trigger acceleration and a robust clawback framework indicate standard biotech governance; absence of tax gross-ups and repricing constraints are shareholder-friendly .
- Performance linkage: As a clinical-stage company with no revenue, cash bonuses for NEOs are tied to clinical execution and capital raises; while Fry’s bonus specifics are not disclosed, the culture emphasizes milestone-based achievement, supporting execution discipline .