Jake Simson
About Jake Simson
Jake Simson, Ph.D., age 38, has served as an independent director of Tyra Biosciences since January 2020. He is a Partner at RA Capital Management, where he previously held associate, analyst, and principal roles (2013–2020). He holds a B.S. in Materials Science and Engineering from MIT and a Ph.D. in Biomedical Engineering from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management L.P. | Associate/Analyst/Principal | Jul 2013–Dec 2020 | Biotech investing, evidence-based approach |
| RA Capital Management L.P. | Partner | Dec 2020–Present | Board-level biotech investment expertise |
| Johns Hopkins University (Doctoral Research) | Researcher | Pre-2013 (Ph.D.) | Musculoskeletal tissue repair using injectable hydrogels |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Janux Therapeutics, Inc. | Director | Current | Public company board |
| Bicara Therapeutics | Director | Current | Private company |
| Convergent Therapeutics | Director | Current | Private company |
| Septerna | Director | Current | Private company |
Board Governance
- Independence: The Board determined Simson is independent under Nasdaq rules .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2023; Board met 7 times .
- Committee memberships and chair roles:
- Science & Technology Committee: Chair; committee met 2 times in 2023 .
- Nominating & Corporate Governance Committee: Member; committee met 3 times in 2023 .
| Committee | Role | 2023 Meetings | Independence |
|---|---|---|---|
| Science & Technology | Chair | 2 | Independent |
| Nominating & Corporate Governance | Member | 3 | Independent |
Fixed Compensation
- Policy rates for non-employee directors: Annual retainer $35,000; Committee chair retainers—Science & Technology $10,000; Nominating & Corporate Governance member retainer $4,000 .
- 2023 actual: Cash fees earned $49,000 (consistent with base + S&T chair + Nominating member) .
| Component | Amount ($) | Source |
|---|---|---|
| Annual Director Retainer | 35,000 | Policy |
| Science & Technology Chair Retainer | 10,000 | Policy |
| Nominating & Corporate Governance Member Retainer | 4,000 | Policy |
| 2023 Cash Fees Earned | 49,000 | Actual |
Performance Compensation
- Equity policy: Initial option grant 29,000 shares (vesting over three years); annual option grants 14,500 shares (vest monthly over 12 months; accelerated vesting at next annual meeting if earlier); awards vest on change in control .
- 2023 grant value: Option awards with grant date fair value $151,045 .
- Outstanding at year-end: Options outstanding 29,000 .
| Metric | Detail | Source |
|---|---|---|
| Initial Director Option Grant (shares) | 29,000; vest over 3 years | Policy |
| Annual Director Option Grant (shares) | 14,500; vest monthly over 12 months; potential annual meeting acceleration | Policy |
| Change-in-Control Treatment | Director awards vest upon change in control | Policy |
| 2023 Option Awards Fair Value ($) | 151,045 | Actual |
| Options Outstanding at 12/31/2023 (shares) | 29,000 | Actual |
Note: TYRA does not disclose performance metrics (e.g., TSR/EBITDA targets) tied to director compensation; director equity is time-vested per policy .
Other Directorships & Interlocks
- Significant shareholder affiliation: Entities affiliated with RA Capital owned 10,519,532 shares (19.99%) as of March 26, 2024 . Simson is a Partner at RA Capital .
- 2024 Private Placement participation: RA Capital affiliates purchased 3,180,155 common shares and 1,538,457 pre-funded warrants for $61,387,603.67 aggregate purchase price .
- Related person transaction policy and oversight: Audit Committee reviews related-party transactions; policy requires arm’s-length terms .
| Entity | Relationship | Position/Ownership | Transaction |
|---|---|---|---|
| RA Capital affiliates | Significant stockholder; Simson partner | 10,519,532 shares (19.99%) ; Simson Partner | 2024 private placement: $61,387,603.67 for shares/warrants |
Expertise & Qualifications
- Technical education and domain expertise in biomedical engineering (MIT B.S.; Johns Hopkins Ph.D.), with doctoral work on injectable hydrogels for musculoskeletal repair .
- Extensive biotech investing experience and current leadership role at RA Capital; chairs Science & Technology Committee overseeing R&D strategy .
Equity Ownership
- Beneficial ownership: 27,791 shares via stock options exercisable within 60 days of March 26, 2024; less than 1% of outstanding .
- Disclaimers and alignment: Simson holds options for the benefit of RA Capital funds and must deliver net proceeds to RA Capital; he disclaims beneficial ownership of the underlying stock .
- Pledging/Hedging: Company policy prohibits pledging and hedging for directors/officers/employees .
- Options outstanding at year-end: 29,000 .
| Item | Amount/Status | Source |
|---|---|---|
| Beneficial Ownership (shares) | 27,791 (options exercisable within 60 days) | Ownership table |
| Ownership % | <1% | Ownership table |
| Options Outstanding (12/31/2023) | 29,000 | Director awards |
| Disclaimed Beneficial Ownership | Options held for RA Capital funds; proceeds to RA Capital | Footnote |
| Pledging/Hedging Policy | Prohibited for directors/officers/employees | Policy |
Governance Assessment
- Board effectiveness: Simson chairs the Science & Technology Committee and serves on Nominating & Corporate Governance, indicating strong engagement with R&D strategy and governance processes; attendance at least 75% in 2023 reinforces engagement .
- Independence and policies: Board classifies him as independent; TYRA maintains prohibitions against pledging/hedging and has formal related-party transaction oversight—positive for investor confidence .
- Compensation alignment: 2023 mix is standard for early/mid-stage biotech boards (cash retainer plus options), with $49,000 cash fees and $151,045 option value; equity is time-vested with change-of-control protections .
- Potential conflicts — RED FLAG: RA Capital is a major shareholder and Simson is a Partner; RA Capital participated materially in the 2024 private placement. While the company discloses this and has a related-party policy, the interlock may warrant monitoring for transactions and vote dynamics .
- Ownership alignment nuance: Simson’s options are for RA Capital’s benefit and he disclaims personal beneficial ownership, suggesting his personal “skin-in-the-game” is limited while alignment exists at the fund level .