Whit Tingley
About Whit Tingley
Whittemore (Whit) Tingley, M.D., Ph.D., is Tenaya Therapeutics’ Chief Medical Officer (CMO) since December 2018; age 56 as of March 31, 2025, with prior roles in cardiology clinical leadership at Cytokinetics and Genentech and academic practice at UCSF . Education: B.A. from Brown University; M.D. and Ph.D. from Johns Hopkins; internship/residency at Johns Hopkins; cardiology fellowship at UCSF; post-doctoral research at Gladstone Institutes . Company performance context: Tenaya remains a clinical-stage, pre-revenue company; 2024 net loss was $111.1M with cash runway guided into mid-2026 post a $48.9M March 2025 financing, while advancing TN-201 (MYBPC3-HCM) and TN-401 (PKP2-ARVC) programs with additional clinical data expected in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cytokinetics | Vice President, Clinical Research (Cardiology) | Sep 2017 – Dec 2018 | Clinical research leadership in cardiology trials |
| Genentech | Medical Director / Group Medical Director | 2009 – Sep 2017 | Clinical development and medical leadership across programs |
| UCSF (Cardiology) | Adjunct Assistant Professor; Attending Cardiologist | Not disclosed | Academic and clinical cardiology practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UCSF Cardiology Faculty Practice | Attending Cardiologist | Not disclosed | Patient care and clinical teaching in cardiology |
| Gladstone Institutes | Post-doctoral research | Not disclosed | Cardiovascular research training |
Fixed Compensation
Current employment terms and recent reported compensation:
| Metric | 2023 | 2024 | Current (2025 terms) |
|---|---|---|---|
| Base salary ($) | $475,000 | $504,919 | $506,000 (current annual base) |
| Target bonus (%) | 40% | 40% | 40% |
| Non-equity incentive (cash bonus) ($) | $167,000 | $100,000 | Not disclosed |
| Stock awards ($) | $244,800 | $182,700 | Not disclosed |
| Option awards ($) | $491,242 | $871,890 | Not disclosed |
| All other compensation ($) | $3,786 | $1,636 | Not disclosed |
| Total compensation ($) | $1,381,827 | $1,661,145 | Not disclosed |
Notes:
- Compensation committee uses independent consultant Pearl Meyer; executive bonuses are under an Incentive Compensation Plan .
- Incentive plan metrics may include R&D, regulatory milestones and other objectives; specific annual metric targets/weights for the CMO are not disclosed .
Performance Compensation
RSU Awards (Outstanding as of 12/31/2024)
| Grant Date | Shares Unvested (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 2/15/2023 | 21,875 | $31,281 | 1/8 every six months from grant date |
| 2/15/2023 | 11,250 | $16,088 | 25% on 8/15/2023, 2/15/2024, 8/15/2024, 2/15/2025 |
| 2/23/2024 | 30,625 | $43,794 | 1/8 on 8/15/2024, then every six months |
Stock Options (Outstanding as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 12/10/2018 | 75,000 | — | 0.78 | 12/9/2028 | N/A |
| 1/19/2021 | 24,479 | 521 | 5.64 | 1/18/2031 | 1/48 monthly |
| 6/17/2021 | 94,791 | 13,542 | 9.36 | 6/16/2031 | 1/48 monthly |
| 2/15/2022 | 99,875 | 41,125 | 15.19 | 2/14/2032 | 1/48 monthly |
| 2/15/2023 | 93,958 | 111,042 | 3.06 | 2/14/2033 | 1/48 monthly |
| 2/23/2024 | 44,791 | 170,209 | 5.22 | 2/22/2034 | 1/48 monthly |
Repricing and retention gate (January 24, 2025): Options with prior exercise prices ≥$3.00 were repriced to $1.21; early exercise before July 24, 2025 requires paying the original pre-repricing strike (“premium exercise price”). Tingley had 630,982 options repriced (original strikes $3.06–$15.19); no change to expiration, shares, or service-based vesting . Company-wide objective was retention/motivation without significant incremental dilution or cash expense . Proxy confirms repricing affected most options except select older grants; repriced exercise price $1.21 with retention goal definition .
Annual Cash Incentive Structure (Plan-level description)
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| R&D / Regulatory milestones, portfolio, BD, financial, and individual objectives | Not disclosed | Not disclosed | Not disclosed | 2024: $100,000; 2023: $167,000 | Cash; timing per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 603,756 shares; includes 522,720 options exercisable within 60 days (as of 3/31/2025) |
| Ownership % of shares outstanding | <1% (Company table marking “*”) |
| Vested vs unvested | 522,720 options exercisable within 60 days; unvested options/RSUs as per tables above |
| Hedging/pledging | Prohibited under insider trading policy (no short sales, public derivatives, hedges, margin or pledging) |
| Stock ownership guidelines | Not disclosed |
| Repricing overhang | Retention gate through July 24, 2025 for repriced options; early exercise at premium strike may reduce near-term exercise/sale; post-retention, repriced $1.21 options could become exercisable at lower cost |
Employment Terms
| Term | Detail |
|---|---|
| Role start date | CMO since December 2018 (tenure ~6+ years by Mar 2025) |
| Employment agreement | Confirmatory employment letter; at-will employment |
| Current base salary & target bonus | $506,000 base; 40% target bonus |
| Severance (outside CIC) | 9 months base salary + 9 months COBRA (lump sum or premium cost) |
| Severance (within CIC period) | 12 months base salary + 12 months COBRA + 100% of target annual bonus; 100% acceleration of outstanding equity (performance awards deemed at 100% target) |
| CIC window | 3 months prior to and 12 months post change-in-control |
| Equity plan CIC treatment | If awards not assumed/substituted in a merger/change-in-control, full acceleration and exercisability prior to transaction; otherwise per plan |
| Clawback policy | Adopted consistent with SEC/Nasdaq rules; recoup excess incentive comp upon required restatement (3-year lookback) |
| Tax gross-ups | None; payments structured to avoid 280G excise tax or reduce to maximize after-tax benefits |
| 401(k) | Plan with match (2024 matched pre-tax contributions up to $1,000) |
| Non-compete / non-solicit | Not disclosed |
Performance & Track Record (Company context relevant to the CMO’s remit)
- TN-201 (MYBPC3-HCM): Cohort 1 showed detectable cardiac vector DNA/transgene expression; Cohort 2 dosing at 6E13 vg/kg initiated; late-breaker ACC presentation of Cohort 1; additional Cohort 2 and natural history (MyClimb) data planned for 2H25 .
- TN-401 (PKP2-ARVC): First patients dosed; initial Cohort 1 data expected 2H25; $8M CIRM grant supports RIDGE-1 trial .
- Financing and runway: $48.9M March 2025 offering; guided funding into mid-2026; 2024 net loss $111.1M; R&D expense $86.7M; G&A $29.2M .
Compensation Structure Analysis
- Mix and trend: Strong equity emphasis via options/RSUs alongside cash salary and bonus; 2024 option grant value ($871,890) outpaced RSUs ($182,700), aligning incentives with long-term equity value creation .
- Repricing (red flag mitigated by retention): January 2025 option repricing to $1.21 with a retention gate to July 24, 2025, aimed at retention/motivation without incremental dilution or cash spend; still represents modification of underwater awards, a governance-sensitive action .
- Pay-for-performance controls: Clawback policy in place; no tax gross-ups in severance; bonus under a committee-administered plan tied to operational/regulatory milestones .
Risk Indicators & Red Flags
- Option repricing across the employee base including CMO indicates prior equity misalignment due to stock price compression; retention gate reduces near-term exercise but creates a potential exercise cluster post-7/24/2025 .
- CFO resignation (Aug 15, 2024) raises continuity risk in finance leadership; interim PAO appointed Feb 6, 2025 .
- Hedging/pledging prohibited, reducing alignment risk; no related-party transactions noted for Tingley .
Equity Ownership & Alignment (Benchmark)
| Dimension | Observation |
|---|---|
| Skin-in-the-game | Beneficial ownership <1% with substantial options; alignment lever via equity; limited outright share ownership |
| Pledging/Hedging | Prohibited by policy; mitigates misalignment risk |
| Ownership guidelines | Not disclosed |
Investment Implications
- Retention-gated repricing likely stabilizes near-term talent risk but sets up a window (post-July 24, 2025) where repriced options can be inexpensively exercised, potentially increasing share supply; monitor insider exercises and Form 4s around/after the gate date .
- Tingley’s incentives are highly equity-driven (options/RSUs plus CIC full acceleration), aligning him to clinical/regulatory value inflections; the clawback and no gross-ups strengthen governance posture .
- With modest direct ownership and significant option exposure, compensation alignment is tied to successful execution of TN-201/TN-401 milestones in 2025; weak performance could diminish realized pay despite repricing, enhancing pay-for-performance sensitivity .