Radhika Tripuraneni
About Radhika Tripuraneni
Independent Class II director at Terns Pharmaceuticals since July 2022; age 45 as of April 14, 2025. Background spans executive drug development roles at Prothena (Chief Development Officer, Dec 2018–Sep 2022), MyoKardia (VP Medical Affairs, Chief of Staff to CMO), Synageva/Alexion (VP Medical Affairs), and medical/business roles at Gilead and Genzyme; prior equity research at Summer Street. Education: MD (University of Missouri), MPH (Harvard), dual bachelor’s degrees; surgical training at Harvard–Beth Israel Deaconess. Currently Chief Medical Officer at Viridian Therapeutics, Inc. (since Feb 2025). Independent under Nasdaq rules; Class II term through 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prothena Corporation plc | Chief Development Officer | Dec 2018 – Sep 2022 | Public biotech executive leadership |
| MyoKardia, Inc. | VP Medical Affairs; Chief of Staff to CMO | Not disclosed | Cardiometabolic drug development |
| Synageva BioPharma / Alexion | VP Medical Affairs | Not disclosed | Rare disease portfolio support |
| Gilead Sciences, Inc. | Medical director roles | Not disclosed | Various clinical/medical positions |
| Genzyme Corporation | Business development/medical director | Not disclosed | Specialty biotech experience |
| Summer Street Research Partners | Healthcare equity research | Not disclosed | Investor-side analytical experience |
External Roles
| Organization | Role | Start | Committees/Impact |
|---|---|---|---|
| Viridian Therapeutics, Inc. | Chief Medical Officer | Feb 2025 | Public-company CMO role; operational leadership in clinical dev |
Board Governance
- Committee assignments: Audit Committee member; Research & Development (R&D) Committee Chair. Audit Committee (Quigley, Tripuraneni, Turner; Quigley Chair; independent; charter posted). R&D Committee (Lu and Tripuraneni; Tripuraneni Chair; independent; charter posted).
- Independence: Board determined all directors other than the CEO are independent; Tripuraneni is independent under Nasdaq and SEC rules.
- Tenure/Classification: Class II director; term expires at 2026 annual meeting.
- Attendance: In 2024, board met 9x; audit 4x; compensation 5x; nom/gov 6x. Each current director attended ≥75% of board and applicable committee meetings; six of seven directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions.
- Related party transactions oversight: Audit Committee pre-approves and reviews related-party transactions per policy.
Fixed Compensation
- Program structure (2024 policy): Base director cash retainer $40,000; Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; Nominating Chair $8,000; Nominating member $4,000; R&D Chair $10,000; R&D member $5,000.
- Program changes (effective Feb 2025): R&D Chair increased to $12,000; R&D member $6,000; Comp Chair $12,000; Comp member $6,000; Nominating Chair $10,000; Nominating member $5,000.
2024 Director Compensation (actual):
| Name | Fees Earned ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Radhika Tripuraneni | 37,654 | 168,268 | — | 205,922 |
Performance Compensation
- Equity program for directors: Initial Grant options upon appointment (64,000 shares in 2024 policy; increased to 90,000 from Feb 2025); Annual Grant options each annual meeting (32,000 shares; increased to 45,000 from Feb 2025). Annual Grants vest on earlier of one year or immediately prior to next annual meeting; all director options vest fully upon change in control.
- Base Fee Grants: Directors may elect options in lieu of cash Base Fee (from July 1, 2024), with Black-Scholes value ≈ Base Fee; only available if 30-day average stock price ≥$3.00.
Key 2024–2025 grants and vesting:
| Grant Type | Shares | Grant Date | Vesting Terms |
|---|---|---|---|
| Annual Grant | 32,000 | Jun 2024 | Vests by earlier of 1 year or immediately prior to next annual meeting; full vest on change in control |
| Base Fee Grant (in lieu of cash) | 4,676 | Jul 2024 | Pro rata monthly over service period of Base Fee; full vest on change in control |
| Base Fee Grant (in lieu of cash) | 10,657 | Feb 2025 | Pro rata monthly over service period of Base Fee; full vest on change in control |
Other Directorships & Interlocks
- No other public-company board seats are disclosed for Tripuraneni in Terns’ proxy; current external role is CMO at Viridian Therapeutics (public company executive position). No Item 404 related-party transactions reported for her at appointment.
Expertise & Qualifications
- Clinical development leadership across neurology, cardiometabolic, rare disease; prior roles at large-cap pharmas (Gilead, Genzyme) and mid-cap biotechs; mix of medical affairs, development, and BD. Degrees: MD (University of Missouri), MPH (Harvard), dual bachelor’s; surgical training at Harvard–BIDMC.
Equity Ownership
- Beneficial ownership (as of April 14, 2025): 133,560 shares beneficially owned, representing options exercisable within 60 days; <1% of outstanding shares.
- Outstanding equity as of Dec 31, 2024: | Instrument | Quantity | |---|---:| | Options outstanding | 132,676 |
- Section 16 compliance: Late Form 4 filings on June 14, 2024 for several directors including Tripuraneni related to annual grant timing.
Governance Assessment
- Strengths:
- Independent director with deep clinical development expertise; chairs R&D committee, enhancing board oversight of pipeline and scientific risk.
- Active Audit Committee member; board confirms committee independence and charters; robust related-party review in audit.
- Attendance threshold met (≥75% in 2024); consistent board and committee engagement.
- Director compensation partly taken as equity via Base Fee Grants, signaling alignment.
- Watch items / red flags:
- Company currently has no hedging policy for employees, officers, and directors—misaligned with many governance best practices.
- Minor filing timeliness issue: late Form 4 in June 2024 for annual grant.
- Dual commitments: public-company CMO role at Viridian may pose time-commitment considerations; no related-party transactions disclosed.
- No disclosed director stock ownership guidelines; limited formal “skin-in-the-game” requirements. (Not disclosed; policy sections do not specify)
Overall, Tripuraneni’s committee leadership (R&D Chair) and audit membership bolster board effectiveness in Terns’ science-driven strategy; governance policies would benefit from adding anti-hedging/pledging restrictions and formal director ownership guidelines.
Notes on Compensation Committee Analysis
- Compensation Committee composition: Kindler (Chair), Azelby, Fellows; all independent and non-employee directors; Alpine Rewards engaged as independent compensation consultant; committee has Clawback Policy discretion.
- Say-on-pay: As an emerging growth company, Terns does not hold non-binding advisory votes on executive compensation.
Related-Party and Conflicts Review
- Appointment 8-K affirmed no Item 404(a) related-party transactions involving Tripuraneni; audit committee oversees related-person transaction policy.