Bryan Wahl
About Bryan Wahl
Bryan Wahl, M.D., J.D., age 47, serves as General Counsel and Corporate Secretary of Tarsus Pharmaceuticals since January 2021; he previously was a partner at Knobbe Martens (2005–2020) focused on IP in pharma/biotech/med devices, and practiced as a hospitalist (2002–2017). He holds a J.D. from UC Berkeley School of Law and an M.D. from University of Hawaii; he completed internal medicine residency at Cedars-Sinai and is board-certified in Internal Medicine . Tarsus emphasizes pay-for-performance tied to net product sales and stock price; 2024 programs identified net product sales as the most important metric and funded cash incentives at 130% of target for NEOs, aligning compensation with commercial execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knobbe Martens Olson & Bear LLP | Partner (IP) | 2005–2020 | Led IP protection, infringement studies, and diligence for pharma/biotech/med device transactions |
| Kaiser Permanente & Bay Area Medical Centers | Hospitalist | 2002–2017 | Clinical practice and patient care; informs regulatory and medical risk perspective |
| Cedars-Sinai Medical Center | Internal Medicine Residency | Completed prior to 2009 | Board-certified clinician; credibility with medical stakeholders |
| Tarsus Pharmaceuticals | General Counsel & Corporate Secretary | Jan 2021–present | Oversees legal, governance, and securities compliance |
External Roles
- No public company directorships or committee roles disclosed for Wahl in the proxy biographies reviewed .
Fixed Compensation
| Metric | 2021 | 2022 |
|---|---|---|
| Base Salary ($) | $345,000 | $420,000 |
| Target Bonus (% of Salary) | 40% (offer letter) | 40% (program target) |
| Actual Cash Bonus Paid ($) | $141,408 | $168,000 |
Performance Compensation
Annual Cash Incentives
| Component | 2021 | 2022 |
|---|---|---|
| Performance framework | Corporate and individual goals aligned to product development and clinical advancement | Corporate and individual goals aligned to product development and clinical advancement |
| Target bonus (% salary) | 40% | 40% |
| Actual payout ($) | $141,408 | $168,000 |
Equity Awards – Grants, Value, and Vesting
| Award Type | Grant Details | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|
| Options (new hire) | 89,368 options (offer letter, 11/23/2020) | 25% after 12 months, then monthly over 36 months (standard) | Not stated in offer letter (award later reported as option value in 2021 SCT $2,081,421) |
| Options (refresh 2022) | 65,312 options (3/8/2022 grant) | 25% on 3/8/2023; remaining monthly over 36 months | Included in 2022 option awards $880,641 |
| RSUs (annual 2022) | 19,160 RSUs (3/15/2022 program) | 25% each on 3/15/2023, 3/15/2024, 3/15/2025, 3/15/2026 | Included in 2022 stock awards $1,034,621 |
| RSUs (special 2022) | 34,171 RSUs (special grant, 2022) | 30% on 11/29/2022; 70% on 11/29/2023 | Included in 2022 stock awards $1,034,621 |
Outstanding Equity at FY-End 2022 (holds and potential supply)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | Market Value at FY22 Close ($14.66) |
|---|---|---|---|---|---|---|
| Options | 42,822 | 46,546 | $37.44 | 2/1/2031 | — | — |
| Options | — | 65,312 | $19.59 | 3/8/2032 | — | — |
| RSUs (special) | — | — | — | — | 34,171 | $500,946 |
| RSUs (annual) | — | — | — | — | 19,160 | $280,886 |
2024 Form 4 activity: none disclosed for NEOs (no options exercised by NEOs in 2024), but Wahl was not an NEO in 2024; thus this datapoint does not directly reflect his activity .
Equity Ownership & Alignment
- Beneficial ownership (as of 3/31/2023): 16,402 shares held directly; 52,131 options exercisable within 60 days (ownership percentage not disclosed; less than 1%) .
- Insider Trading Policy prohibits hedging, short sales, and pledging/margin use of TARS stock—reducing misalignment and forced selling risk .
- Company-wide equity program uses options and RSUs with standard vesting (25% cliff then monthly for options; equal annual installments for RSUs) to drive long-term alignment .
Employment Terms
- Offer letter (11/23/2020): Base salary $360,000; target bonus 40%; $50,000 sign-on bonus; initial option grant 89,368 shares .
- Severance & Change-in-Control (Wahl Offer Letter): If involuntary termination (apart from change-in-control), 9 months base salary and company-paid COBRA; if in connection with or within 12 months after a change-in-control, full acceleration of then-unvested equity, 9 months base salary, 12 months COBRA, and bonus equal to (i) prorated target for year of termination plus (ii) 100% of target—requires release and compliance with covenants (double-trigger equity acceleration) .
- At-will employment; standard indemnification agreement in place for executive officers .
- Clawback policy adopted in 2023 for erroneously awarded incentive compensation upon restatement; applies to cash and equity incentives over prior three fiscal years .
Company Performance Context During Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $25.816M | $17.447M | $182.953M |
| EBITDA ($) | -$62.386M* | -$142.281M* | -$119.344M* |
| Net Income ($) | -$62.091M | -$135.893M | -$115.554M |
Values with asterisks retrieved from S&P Global.
- Compensation programs explicitly link “compensation actually paid” to net product sales and stock price performance, reinforcing pay-for-performance mechanics in 2024 and prior years .
Investment Implications
- Alignment: Wahl’s compensation emphasizes equity (options and RSUs) with double-trigger acceleration only upon change-in-control, plus stringent hedging/pledging prohibitions—strong alignment and reduced leverage-induced selling risk .
- Retention and sell pressure: 2022 grants vested through 2023–2026, indicating periodic supply; special RSU tranche fully vested in 2023. Lack of 2024 NEO status limits visibility on newer grants—monitor Form 4s for updated activity and potential selling windows .
- Governance and risk: Clawback adoption and at-will structure with standard restrictive covenants mitigate misconduct risk; severance economics (9 months base plus bonus in CIC) are moderate relative to market, suggesting retention value without excessive parachute risk .
- Execution backdrop: Company revenue inflected sharply in 2024 amid commercialization, a key driver of incentive payouts and equity value realization; continued net losses underscore the importance of pipeline and commercial milestones for future compensation outcomes .