Alise Reicin
About Alise Reicin
Alise Reicin, M.D. (age 64) is President, Chief Executive Officer, and a director of Tectonic Therapeutic (TECX), roles she has held since August 2020. She previously served as President, Global Clinical Development at Celgene (2018–2019), Head of Global Clinical Development at EMD Serono (2015–2018), and spent 19 years at Merck leading programs including Keytruda from Phase 1 to initial approvals; she holds a B.A. in Biochemistry (Barnard/Columbia) and an M.D. from Harvard . Pay-versus-performance disclosure shows a $100 investment in TECX was valued at $539.70 in 2024 (vs. $190.77 in 2023), while net income was negative in both years (approximately -$58.0 million 2024, -$42.8 million 2023) . EBITDA remains negative as the company is pre-revenue (see Financial Performance below; values from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Celgene Corporation | President, Global Clinical Development; Executive Committee member | Nov 2018–Dec 2019 | Led global clinical development at a large-cap pharma |
| EMD Serono Inc. | Head of Global Clinical Development | May 2015–Oct 2018 | Led global clinical development at a major biotech unit |
| Merck & Co., Inc. | Multiple leadership roles; last: VP, Program & Pipeline Leadership, Oncology | ~1996–2015 (19 years) | Led team bringing Keytruda from Phase 1 to approvals; leadership across >10 novel medicine approvals |
| Columbia University/Columbia Presbyterian | Faculty physician/researcher | Prior to Merck | Academic medicine and research foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sana Biotechnology, Inc. | Director | Current (as of 2025) | Public cell/gene therapy company |
| Immatics | Director | Current (as of 2025) | Immunotherapy-focused company |
| Sharsheret (non-profit) | Director | Current (as of 2025) | Patient advocacy in ovarian/breast cancer |
| Homology Medicines, Inc. | Former Director | Prior | Former public biotech directorship |
Board Governance (TECX)
- Service/role: CEO and executive director since August 2020; not independent by virtue of executive role .
- Committees: Audit and Compensation Committees comprise independent directors; Reicin does not serve on these committees .
- Attendance: Post-merger in 2024, the Board met 4x, Audit 3x, Compensation 4x; no director was under 75% attendance threshold .
- Director pay: As an employee director, Reicin received no additional director compensation .
Fixed Compensation
| Item | Detail | Period/Effective date |
|---|---|---|
| Base salary | $620,000 | Increased in connection with Merger; effective June 20, 2024 |
| Base paid (2024 actual) | $606,151 | FY 2024 SCT amount |
| Target annual bonus | 55% of base salary | 2024 and 2025 target |
| Actual annual bonus (2024) | $392,150 (115% of target) | Approved Jan 2025 for FY 2024 |
| Other compensation (2024) | $10,267 (commuting $9,505; life insurance $762) | FY 2024 SCT footnote |
Performance Compensation
- Annual cash incentive design (2024): Board/committee discretion based on individual and/or company performance; 2024 payout at 115% of target for Reicin .
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual cash incentive (2024) | Discretionary (no numeric weights disclosed) | 55% of base | 115% of target; $392,150 | Paid in early 2025 |
| Stock options (grant 6/20/2024) | N/A | 289,600 shares @ $16.80 | Grant-date fair value within Option Awards line | 25% vest on 1st anniversary, then monthly over 36 months (full vest at 4 years) |
| Stock options (grant 12/4/2024) | N/A | 6,000 shares @ $51.28 | Included in Option Awards | 25% vest 6/20/2025, then monthly to 6/20/2028 |
| RSUs (grant 12/4/2024) | N/A | 11,717 units | Grant-date fair value $600,848 | 25% vests annually starting 6/20/2025 (4 tranches) |
| Legacy options (6/28/2021) | N/A | 21,688 exercisable; 12,235 unexercisable @ $2.38 | Outstanding | 25% after 1 year from 3/31/2021; then monthly over 36 months |
| Legacy options (12/1/2023) | N/A | 3,340 exercisable; 20,040 unexercisable @ $5.38 | Outstanding | Monthly vesting over 4 years beginning 1/1/2024 |
Notes:
- The 6/20/2024 grant schedule implies: 72,400 options vest on 6/20/2025; remaining 217,200 vest ~6,033/month over 36 months, subject to continuous service .
- No PSUs or explicit ESG/TSR weighting disclosed for 2024; design appears primarily options and time-vested RSUs plus discretionary cash .
Equity Ownership & Alignment
| Component | Amount/Detail |
|---|---|
| Direct shares | 166,580 shares; 11,372 subject to repurchase as of 2/28/2025 |
| Indirect (2020 Reicin-Boiarsky Family Trust) | 124,530 shares (shared voting/dispositive power) |
| Options exercisable within 60 days (2/28/2025) | 43,738 shares |
| RSUs unvested (12/31/2024) | 11,717 units; 4 annual tranches starting 6/20/2025 |
| Notable option strikes | $2.38 (2021), $5.38 (2023), $16.80 (6/20/2024), $51.28 (12/4/2024) |
| Ownership as % of shares outstanding | Approx. 1.79% = (166,580 + 124,530 + 43,738) / 18,671,229 as of 4/14/2025 |
| Hedging/derivatives policy | Prohibits hedging, trading in derivative securities, and holding company stock in margin accounts |
Vesting overhang and potential selling pressure:
- 72,400 options and ~2,929 RSUs (25% of 11,717) vest on/around 6/20/2025; thereafter option vesting continues monthly for 36 months; RSUs vest annually through 2028, subject to service .
- Insider pledging is not explicitly referenced; margin accounts are prohibited, which reduces forced-sale risk from margin calls .
Employment Terms
| Term | CEO (Reicin) |
|---|---|
| Current employment agreement terms | Amended/restated at Merger: CEO and executive director; base salary $620,000; annual cash bonus target 55% of base; post-closing option award such that combined prior holdings/rights equal at least 4.34% of post-Merger common stock; eligible for executive severance plan and benefits |
| Severance (non–change-in-control) | 12 months base salary; pro-rated target bonus; 12 months COBRA |
| Severance (double-trigger within CoC period) | 18 months base salary; 150% of target bonus; pro-rated target bonus; 18 months COBRA; 100% acceleration of time-vested equity |
| Clawback policy | Dodd-Frank/Nasdaq-compliant recoupment of erroneously awarded incentive compensation for prior 3 fiscal years in restatement scenarios |
Financial Performance Context
Annual
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | —* | —* | —* |
| EBITDA ($) | -31,824,000* | -43,170,000* | -56,370,000* |
Quarterly
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | —* | —* | —* | —* |
| EBITDA ($) | -13,483,000* | -17,938,000* | -21,992,000* | -21,548,000* |
Values retrieved from S&P Global.*
Pay versus performance (proxy PVP)
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 investment (TSR) | $190.77 | $539.70 |
| Net income (millions) | ($42.823) | ($57.982) |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results: Say-on-pay passed with 14,819,757 “For,” 66,777 “Against,” and 15,325 “Abstain”; annual say-on-frequency preference selected (14,878,746 votes for 1-year) .
- Auditor ratification passed; Reicin was re-elected as a Class I director (14,469,766 For; 432,093 Withheld) .
Performance & Track Record
- Drug development leadership: Played a leadership role in >10 novel medicine approvals across therapeutic areas; led Keytruda from Phase 1 to approval while at Merck .
- Corporate strategy and pipeline: CEO comments around merger emphasize GPCR-targeted biologics with multiple expected clinical catalysts over three years (January 30, 2024 announcement underlying TECX listing) .
Director Compensation (for reference; Reicin receives none as an employee)
- Non-employee directors: Initial stock option grant to purchase 14,800 shares (value cap $800k) vests over 3 years; annual grant 7,400 shares (value cap $400k) vests by next annual meeting; full accelerated vesting upon change in control for non-employee directors . Reicin does not receive director fees as an employee director .
Compensation Structure Analysis
- Cash vs equity mix (2024): CEO total $5.90M consisting of $606k salary, $392k cash incentive, $0.60M RSUs, and $4.29M options, placing heavy emphasis on equity/options with multi-year vesting .
- Shift and risk posture: 2024 post-merger awards concentrated in time-vested options (289,600 @ $16.80; 6,000 @ $51.28) and time-vested RSUs (11,717), indicating retention-focused alignment with ongoing service and potential value creation milestones .
- Clawback and hedging constraints support alignment with shareholders .
- No disclosures of tax gross-ups, deferred comp, or SERP; not discussed in retrieved sections (skip per instructions).
Potential Red Flags and Mitigants
- Negative profitability and pre-revenue status heighten execution risk; EBITDA deeply negative (see tables; values from S&P Global).*
- Double-trigger change-in-control benefits are above peer median for small-cap biotech CEOs (18 months salary and 150% bonus target) but tied to termination and include only time-based equity acceleration, mitigating windfall risk without separation .
- Insider trading policy prohibits hedging and margin accounts, reducing misalignment and forced-sale risk .
- Strong 2025 say-on-pay support provides a favorable governance signal .
Investment Implications
- Alignment: High equity weighting, time-based vesting, and prohibitions on hedging/margin support long-term alignment; large unvested option tranches (notably 289,600 @ $16.80) and RSU cliff on 6/20/2025 create predictable vest events that can inform liquidity planning and potential 10b5-1 activity .
- Retention risk: Robust double-trigger CoC protection (18 months salary, 150% target bonus, 100% time-based equity acceleration) lowers near-term departure risk during strategic activity; outside CoC, 12-month salary and benefits still provide stability .
- Trading signals: Watch the June vesting dates (annual RSU tranches and 1-year option cliffs) for incremental supply; cumulative monthly option vesting (~6,033/month following the 1-year cliff from the 6/20/2024 grant) suggests a steady cadence of potential selling capacity if plans are in place .
- Governance: Re-election and strong say-on-pay outcome reduce governance overhang; CEO’s executive-director status means not independent, with independent Audit/Comp Committees providing counterbalance .
References:
- 2025 DEF 14A proxy statement (April 25, 2025)
- 8-K AGM voting results (June 6, 2025)
- AVRO/Tectonic merger announcement excerpt (8-K exhibit, Jan 30, 2024)
Footnote:
- Financial values retrieved from S&P Global.