Faraz Ali
About Faraz Ali
Faraz Ali (age 52 as of March 31, 2025) is Chief Executive Officer of Tenaya Therapeutics (since June 2018) and has served on the board since September 2018; he also acted as Interim Principal Financial Officer as of March 31, 2025 . He holds a B.S. in Electrical Engineering from Stanford and an MBA with distinction from Harvard Business School . Tenaya reports no product revenues and remains loss-making; EBITDA improved from approximately -$31.6M in Q1 2024 to -$19.1M in Q3 2025, indicating narrowing operating losses as R&D and G&A costs declined following workforce reductions* . Values retrieved from S&P Global.*
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | —* | —* | —* | —* | —* | —* | —* | —* |
| EBITDA ($) | -29,265,000* | -31,607,000* | -28,700,000* | -24,610,000* | -22,563,000* | -24,877,000* | -21,998,000* | -19,072,000* |
| Net Income - (IS) ($) | -29,935,000* | -32,228,000* | -29,431,000* | -25,634,000* | -23,836,000* | -26,864,000* | -23,283,000* | -20,275,000* |
| * Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REGENXBIO | Chief Business Officer | Feb 2016 – Jan 2018 | Led BD at a public gene therapy company . |
| bluebird bio | VP, Global Commercial Development & External Affairs | May 2011 – Feb 2016 | Commercial strategy experience in gene therapies . |
| Genzyme | Various roles incl. Head of U.S. Marketing & Strategic Planning (Rare Disease BU) | Aug 2001 – Nov 2010 | Rare disease commercialization leadership . |
| GE Corporate / GE Healthcare | Leadership roles | Prior to 2001 | Corporate/healthcare operations experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alliance for Regenerative Medicine | Board of Directors | Current | Industry advocacy and network exposure . |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | 636,189 | 593,800 | Current annual base salary set at $645,000 . |
| Target Bonus (%) | 55% of base | 55% of base | Confirmatory employment letter; at-will . |
| Actual Cash Bonus ($) | 153,450 | 293,931 | Paid under Executive Incentive Compensation Plan . |
| Stock Awards ($) | 443,700 | 382,500 | RSUs per plan . |
| Option Awards ($) | 2,047,927 | 1,617,503 | Repriced certain underwater options in Feb 2025 . |
| All Other Compensation ($) | 636 | 2,328 | 401(k) matching, etc. . |
| Total ($) | 3,281,901 | 2,890,062 | — |
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|---|
| Annual Incentive | Board-defined corporate goals (R&D/regulatory/operating/financing allowed under plan) | Not disclosed | Not disclosed | Not disclosed | $153,450 (2024) | Cash; paid per Incentive Compensation Plan . |
| RSUs (2/15/2023) | Time-based | — | 8 tranches semiannual | Service-based | — | 1/8 every six months; 78,125 units initially; 6-month schedule . |
| RSUs (2/23/2024) | Time-based | — | 8 tranches semiannual | Service-based | — | 1/8 on 8/15/2024 and every six months thereafter; 74,375 units . |
| Options (multiple grants) | Time-based | — | Monthly | Service-based | — | Typically 1/48 monthly vest; 10-year term . |
| Option Repricing (2/6/2025) | Retention | — | Remain through 7/24/2025 or CIC before then | Met to receive reduced strike | — | Eligible options reset to $1.21; early exercise before Retention Date requires paying original strike; ~915,875 shares repriced . |
Notes:
- The Incentive Compensation Plan permits a broad set of performance goals (R&D milestones, regulatory goals, operating margin, capital raising, etc.), with administrator discretion to adjust payouts; specific metric weights/targets for 2024 were not disclosed .
- Repricing added incremental stock-based compensation expense; total $1.3M for the program, with $1.0M recognized over the Retention Period; Ali’s repricing mirrored employee terms but applied to higher-strike options .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Total Beneficial Ownership | 2,051,411 shares (1.25%) | Includes 1,950,778 options exercisable within 60 days . |
| Vested vs Unvested | Not fully broken out | Outstanding options/RSUs detail below . |
| Key Outstanding Options (Ali) | Examples: 425,000 @ $0.66 exp. 9/5/2028; 407,985 + 8,681 @ $5.64; 284,317 + 117,073 @ $15.19; 309,375 + 365,625 @ $3.06; 105,208 + 399,792 @ $5.22 | Most options vest 1/48 monthly; many repriced to $1.21 in early 2025 with retention premium for early exercise . |
| Unvested RSUs (Ali) | 78,125 (grant 2/15/2023) MV $111,719; 74,375 (grant 2/23/2024) MV $106,356 | Semiannual vest schedules . |
| Hedging/Pledging | Prohibited for employees/directors (no hedging, no pledging/margin) | Alignment-positive policy. |
| Ownership Guidelines | Not disclosed | — |
Insider selling pressure implications:
- Repricing terms disincentivize early exercise by requiring payment of the original higher strike if exercised before 7/24/2025, reducing near-term sell pressure while enhancing option value post-retention .
- Significant options exercisable within 60 days increase potential liquidity but subject to blackout/insider trading policies .
Employment Terms
| Term | Faraz Ali Details |
|---|---|
| Employment | At-will; confirmatory employment letter . |
| Current Base/Target Bonus | $645,000 base; 55% target bonus . |
| Severance (non-CIC) | 12 months base salary + 12 months COBRA (lump sum or premiums) . |
| Severance (within CIC period) | 18 months base salary + 18 months COBRA + 150% of target annual bonus; 100% vesting acceleration; performance awards deemed at 100% target . |
| CIC Period Definition | 3 months before to 12 months after a CIC . |
| Tax Gross-ups | None; 280G “best net” cutback provision . |
| Clawback | SEC/Nasdaq-compliant clawback policy for incentive compensation upon restatement . |
| Non-compete/Non-solicit | Not disclosed in proxy . |
Board Governance
- Board service: Director since 2018; Ali is not independent due to CEO role .
- Board leadership: Independent Chair (R. Sanders Williams, M.D.); positions of Chair and CEO are separated, enhancing oversight .
- Committee memberships: Ali is not listed as a member of audit, compensation, corporate governance/nominating, or science and technology committees; these are populated by independent directors .
- Attendance: All directors attended at least 75% of board/committee meetings in 2024 .
Board service history and dual-role implications:
- Dual role as CEO and director, with independent chair in place, mitigates concentration-of-power concerns; Ali is not considered independent .
- Lead Independent Director role: retainer defined in policy, but specific designation not disclosed .
Director Compensation (Ali as Director)
- As an employee and executive officer, Ali received no separate director compensation in 2024; director fees/equity apply only to non-employee directors .
Compensation Structure Analysis
- Mix: 2024 compensation heavily equity-linked (options $2.05M; RSUs $0.44M) alongside moderate cash bonus, aligning with early-stage biotech norms .
- Option repricing: Board-approved repricing for Ali’s underwater options to $1.21 with a retention condition and premium exercise price if early; objective was retention/motivation without incremental dilution or cash comp—this is a governance-sensitive modification but structured to reduce immediate sell pressure .
- Consultant use: Pearl Meyer served as independent advisor and supported peer group development and program design; indicates formal governance process .
- Clawback adoption: SEC/Nasdaq-compliant clawback established; alignment positive .
Related Party Transactions and Ownership Concentration
- The Column Group funds beneficially own 47.60% and purchased significant stakes and warrants in 2025 offering; David Goeddel (board member) is Managing Partner; governance processes disclose these relationships .
- Policy requires audit committee review of related party transactions; formal policy in place .
Performance & Track Record Highlights
- Operating expenditures reduced in 2025 vs 2024 across clinical, research, and manufacturing, lowering quarterly net loss to $20.3M in Q3 2025 from $25.6M in Q3 2024 as the company focused on TN-201 and TN-401 trial execution .
- Capital raises in Feb 2024 and Mar 2025 strengthened liquidity; 2025 offering included warrants; net proceeds ~$48.8M .
- Workforce reductions in May 2024 and March 2025 implemented to align resources with clinical milestones .
Investment Implications
- Pay-for-performance: Cash bonuses are modest and equity-heavy comp dominates; clawback and prohibitions on hedging/pledging enhance alignment, but option repricing is a governance flag that warrants monitoring—structure mitigates immediate selling via retention and premium exercise features .
- Retention risk: Executive Severance Plan provides robust protections (18-month salary, 150% target bonus, full acceleration in CIC), reducing departure risk but increasing potential transaction costs in change-in-control scenarios .
- Insider selling pressure: Significant near-term exercisable options exist; however, repricing terms likely deferred exercises until after 7/24/2025, reducing short-term selling pressure .
- Governance: Independent chair and independent committees counterbalance CEO-board dual role; related party concentration (The Column Group) is material, but policies and disclosures are in place .
- Operating trend: Continued lack of revenues and sustained losses necessitate external financing; narrowed losses and focused trials may be positive, but cash runway and data readouts are key catalysts for compensation alignment and trading signals .
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