Douglas Warner
About Douglas Warner
Douglas Warner, M.D., age 53, is Chief Medical Officer (CMO) of Tyra Biosciences, appointed effective September 9, 2024; his background spans 18+ years at Amgen leading global evidence generation across oncology and general medicine, plus a recent CMO role at eFFECTOR Therapeutics . Education: B.A. University of Pennsylvania; M.D. Duke University; MBA UCLA Anderson . The proxy does not disclose TSR/revenue/EBITDA performance metrics; 2024 executive cash bonuses were tied to corporate clinical and operational goals, which were assessed at 137% achievement .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| eFFECTOR Therapeutics, Inc. | Chief Medical Officer | Aug 2022 – Jun 2024 | Led clinical development and executive medical leadership |
| Amgen Inc. | Executive Medical Director; Group Product Area Lead; Global Development Lead for Vectibix®, XGEVA®, Prolia® | Over 18 years | Oversaw solid tumor immuno‑oncology/pathway inhibitor portfolios; led global Phase 3 programs and major regulatory filings |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peer‑reviewed publications (The Lancet, The Lancet Oncology, JCO) | Co‑author | Various | Clinical evidence generation supporting oncology programs |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | — | 530,000 |
| Actual salary paid ($) | — | 165,625 (pro‑rated from Sep 9, 2024) |
| Target bonus (%) | — | 40% of base salary |
| Actual bonus paid ($) | — | 90,465 (pro‑rated; reflects 137% corporate goal achievement) |
Performance Compensation
Cash bonus framework and 2024 outcome:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus under Bonus Plan (corporate clinical and operational goals) | Not disclosed (may include corporate/individual weighting) | 40% of base salary | Corporate goals achieved at 137% | $90,465 (pro‑rated for partial year) | Cash (no vesting) |
Notes:
- Compensation Committee sets annual corporate objectives; maximum bonus generally capped at 150% of target unless otherwise determined .
Equity Ownership & Alignment
- Beneficial ownership: No shares reported for Douglas Warner as of March 31, 2025 (less than 1%) .
- Outstanding equity awards (12/31/2024): 260,000 stock options unexercisable; none exercisable .
- Hedging/pledging: Company policy prohibits pledging, margin, hedging (e.g., collars, swaps) and short sales for officers/directors/employees .
- Ownership guidelines: Not disclosed in the proxy for executives .
Option Awards Detail
| Grant date | Shares | Grant‑date fair value ($) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Sep 9, 2024 | 260,000 | 4,469,114 | 21.51 | Sep 8, 2034 | 25% (65,000) on Sep 9, 2025; remaining 75% (195,000) in equal monthly installments thereafter through Sep 9, 2028 |
Upcoming vesting overhang:
- Sep 9, 2025: 65,000 options vest (first cliff) .
- Thereafter: ~5,417 options/month for 36 months (195,000 ÷ 36) through Sep 9, 2028 .
Employment Terms
| Term | Outside change‑in‑control (CIC) | Within CIC period (3 months before to 18 months after) | Notes |
|---|---|---|---|
| Severance cash | 12 months base salary + pro‑rated target annual bonus | 18 months base salary + target annual bonus | CEO terms differ (higher bonus multiple); Warner follows “Other NEO Agreements” |
| Equity acceleration | 50% of unvested awards accelerate upon termination (outside CIC) | 100% acceleration on later of termination or CIC effective date | Also, at CIC, 50% of unvested awards accelerate immediately; remaining 50% vests normally, with any remainder vesting fully at 1‑year post‑CIC if continuous employment |
| Health benefits | Up to 12 months COBRA premium reimbursement (or cash equivalent) | Up to 12 months COBRA premium reimbursement (or cash equivalent) | 12‑month duration for Warner (CEO differs) |
| Restrictive covenants | One‑year post‑termination non‑solicitation | One‑year post‑termination non‑solicitation | Non‑compete not disclosed |
| Clawback | Company‑wide clawback policy for incentive‑based compensation (restatement triggers; 3 prior fiscal years) | Company‑wide clawback policy | Adopted Oct 2023 |
| Start date/tenure | Appointed CMO effective Sep 9, 2024 | — | — |
Trigger structure:
- Partial single‑trigger: At CIC, 50% of unvested equity accelerates immediately .
- Double‑trigger: Full (100%) equity acceleration and severance if qualifying termination within the CIC period .
Investment Implications
- Equity‑heavy, at‑risk pay: 2024 grants are stock options with a four‑year vesting schedule; first 25% cliff (65,000 options) on Sep 9, 2025 creates a potential post‑cliff supply overhang if options are in‑the‑money, followed by steady monthly vesting through 2028 .
- Alignment and retention: No reported beneficial share ownership as of Mar 31, 2025; alignment is primarily via unvested options and Bonus Plan tied to clinical/operational outcomes. Double‑trigger CIC protection (18 months base + bonus; 100% acceleration) reduces retention risk around strategic events but may raise takeover cost considerations .
- Governance safeguards: Strict prohibitions on hedging/pledging and an adopted clawback policy mitigate misalignment and recoup risk on restatement, supportive of shareholder interests .