Gilla Kaplan
About Gilla Kaplan
Gilla Kaplan, Ph.D. (age 77) is an independent Class II director at Tyra Biosciences serving since March 2019; she is a cellular immunologist with deep tuberculosis (TB) expertise and prior long-tenured public company board experience at Celgene (1998–2018). Her education includes a B.S. from Hebrew University (Jerusalem) and M.S./Ph.D. in Cellular Immunology from the University of Tromsø, Norway . The Board has determined she is independent under Nasdaq rules; in 2024 each director attended at least 75% of Board and committee meetings, with six Board meetings held .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation – Global Health TB Program | Director | Jan 2014 – Apr 2018 | Led TB program development, focusing on cellular immune response and novel therapeutics/vaccines |
| Bill & Melinda Gates Medical Research Institute | Senior Advisor | Jul 2018 – Dec 2020 | Senior adviser to translational/global health initiatives |
| Celgene Corporation | Director | 1998 – 2018 | 20-year public company board tenure; biotech governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gilrose Therapeutics | Chief Executive Officer; Director | Current | CEO and board member (private company) |
| Medicine Development for Global Health | Senior Advisor | Current | Global health advisory role |
| Avalo Therapeutics, Inc. | Director | Current | Public biotech board; committee roles not disclosed |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member); Science & Technology (member). She is not a committee chair .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Kaplan is independent .
- Attendance: Six Board meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Board leadership: Independent Chairman (Robert More) separate from CEO; Compensation consultant Aon for executive/director pay, assessed independent/no conflicts .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Option Awards Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 47,333 | Included in cash total (not itemized) | 221,855 | 269,189 |
- Non-employee director policy: As amended May 2024, annual cash retainer increased to $40,000; initial option grant 37,200; annual option grant 18,600, vesting monthly over 12 months; committee chair/member fees set per committee (Audit chair $15k; member $7.5k; Compensation chair $10k; member $5k; Nominating & Corporate Governance chair $8k; member $4k; Science & Technology chair $10k; member $5k). Awards vest on change-in-control .
Performance Compensation
- No performance-based cash bonuses or PSU/TSR-linked awards disclosed for non-employee directors; director pay comprises cash retainers/committee fees and option grants .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Avalo Therapeutics, Inc. | Public | Director | No TYRA related-party transactions disclosed with Avalo |
| Gilrose Therapeutics | Private | CEO & Director | No TYRA related-party transactions disclosed with Gilrose |
| Medicine Development for Global Health | Non-profit/Global Health | Senior Advisor | No TYRA related-party transactions disclosed |
- TYRA’s 2024–2025 related-party disclosures highlight transactions with certain large shareholders (RA Capital, BVF, FMR, Nextech, Boxer Capital) and an exchange of common stock for pre-funded warrants; none specifically involve Kaplan .
Expertise & Qualifications
- Cellular immunology/TB science leader with NIH-NIAID grants; translational medicine focus; global health program leadership .
- 20-year public company director at Celgene; biotech governance and R&D oversight experience .
- Current roles align with TYRA’s research orientation (Science & Technology Committee member) .
Equity Ownership
| Holder | Shares Owned Directly | Options Exercisable within 60 Days | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Gilla Kaplan, Ph.D. | 89,623 | 115,067 | 204,690 | <1% |
- Director options outstanding at FY2024 end: 115,067 (Kaplan) .
- Company policy prohibits directors from pledging or hedging company stock; no pledging reported for Kaplan .
Insider Trades
| Date | Filing | Transaction | Details |
|---|---|---|---|
| Jun 13, 2024 (trade); filed Jun 18, 2024 | Form 4 | Option exercise | One Form 4 was filed one day late; share count not disclosed in proxy |
Governance Assessment
- Strengths: Long-tenured public company director with deep scientific expertise; independent status; committee engagement in Nominating & Corporate Governance and Science & Technology; attendance met minimum thresholds; pay structure aligned with equity ownership via options; hedging/pledging prohibited, supporting alignment .
- Compensation mix: 2024 director compensation tilted toward equity (option grant $221,855 vs cash $47,333), indicating alignment with shareholder value creation rather than guaranteed pay .
- Potential concerns/RED FLAGS:
- Minor process lapse: one late Section 16 Form 4 filing for an option exercise (filed one day late) .
- Multiple external commitments (CEO of Gilrose Therapeutics; Avalo board; senior advisor roles) could pose time-allocation risk; no related-party transactions with these entities disclosed at TYRA .
- Overall: Governance profile is supportive of investor confidence with clear independence, functional committee roles, and equity-aligned compensation; no direct conflicts or related-party exposures identified for Kaplan at TYRA .