Melissa McCracken
About Melissa McCracken
Melissa McCracken, Ph.D. (age 38) is a Class III independent director of Tyra Biosciences, serving on the Board since March 2021 with a current term expiring at the 2027 annual meeting . She is a partner at Nextech Invest Ltd., a venture firm focused on precision therapeutics; previously she was at Third Rock Ventures (2017–2019) where she helped build and launch Celsius Therapeutics and focused on oncology and immunology company formation . She holds a B.S. in Biochemistry and Molecular Biology from UC Davis and a Ph.D. in Pharmacology from UCLA, bringing venture investing, oncology, and scientific due diligence expertise to TYRA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nextech Invest Ltd. | Principal → Partner | Since Sep 2019 | Precision therapeutics investing; board service across multiple biopharma companies |
| Third Rock Ventures, LLC | Associate → Senior Associate | Feb 2017–Aug 2019 | Scientific due diligence, partnership development, oncology/immunology newco formation; helped build/launch Celsius Therapeutics (Mar 2018–Mar 2019) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| A2 Biotherapeutics, Inc. | Director | Current board member |
| AIRNA Corporation | Director | Current board member |
| Alterome Therapeutics, Inc. | Director | Current board member |
| Ambagon Therapeutics, Inc. | Director | Current board member |
| Alpha-9 Oncology | Director | Current board member |
| Be Biopharma Inc. | Director | Current board member |
| K36 Therapeutics, Inc. | Director | Current board member |
| ImaginAB Inc. | Former Director | Prior role |
| ProfoundBio, Inc. | Board Observer | Prior role |
| Silverback Therapeutics, Inc. | Board Observer | Prior role |
| IconOvir Bio, Inc. | Board Observer | Prior role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (Nasdaq) |
| Board Class/Term | Class III; term to expire at 2027 Annual Meeting |
| Committees | Audit Committee (member); Science & Technology Committee (member) |
| Audit Committee Composition | Chair: Rehan Verjee (Financial Expert); Members: Robert More, Melissa McCracken |
| Board Meetings (2024) | 6 meetings; each director attended ≥75% of Board and committee meetings during their service in 2024 |
| Annual Meeting Attendance (2024) | With one exception, all directors attended the annual meeting (director-level attendance not individually disclosed) |
| Board Leadership | Separate Chairman (Robert More) and CEO; structure deemed appropriate for independent oversight |
| Risk Oversight | Audit oversees financial/liquidity risks; Compensation reviews risk in pay programs; Nominating oversees independence/conflicts; Board receives committee reports routinely |
| Code/Trading Policies | Code of Business Conduct in place; Insider Trading Policy prohibits pledging and hedging by directors, officers, employees |
Fixed Compensation
| Component | Policy (Pre–May 2024) | Policy (Amended May 2024) | Melissa McCracken Actual (2024) |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $35,000 | $40,000 | $0 (waived) |
| Chair fees (Board/Audit/Comp/Nom/Sci&Tech) | Board Chair $30,000; Audit Chair $15,000; Comp Chair $10,000; Nominating Chair $8,000; Sci&Tech Chair $10,000 | Same chair amounts (no change) | Not applicable (not a chair) |
| Committee member fees (Audit/Comp/Nom/Sci&Tech) | Audit $7,500; Comp $5,000; Nominating $4,000; Sci&Tech $5,000 | Same member amounts (no change) | $0 (waived) |
The proxy’s 2024 director compensation table shows McCracken received no cash or equity compensation in 2024 due to her waiver .
Performance Compensation
| Equity Award Type | Policy Terms | Melissa McCracken Status |
|---|---|---|
| Initial stock options (upon Board election) | 37,200 options post-amendment (was 29,000); vest over 3 years; exercise price = closing price on grant date; change-in-control vesting | Waived; no grant shown |
| Annual stock options | 18,600 options post-amendment (was 14,500); vest monthly over 12 months; any remaining unvested portion vests at next annual meeting if occurs within 12 months; change-in-control vesting | Waived; no grant shown |
| Options outstanding (12/31/2024) | Policy awards accrue per above | McCracken: — (none outstanding) |
No RSUs/PSUs are indicated for directors in 2024; Stock Awards column is “—” across directors .
Other Directorships & Interlocks
- Nextech VI Oncology SCSp (affiliate of Nextech Invest) participated in TYRA’s $200M private placement on Feb 6, 2024, acquiring 1,537,279 shares for ~$20.0M; McCracken is a Principal at Nextech Invest, indicating an investor-affiliation interlock with a ≥5% holder .
- RA Capital entities hold 20.1% of TYRA; RA Capital partner Jake Simson serves on TYRA’s Board, reflecting additional investor network ties at the board level .
Expertise & Qualifications
- Venture capital and biotech company formation with focus on oncology/immunology and precision therapeutics .
- Scientific training: Ph.D. in Pharmacology (UCLA) and B.S. in Biochemistry & Molecular Biology (UC Davis) .
- Board experience across multiple biopharma companies; contributes to scientific/strategic oversight (member of Science & Technology Committee) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Melissa McCracken, Ph.D. | — | — | No shares or options beneficially owned as of Mar 31, 2025 (less than 1%) |
| Nextech VI Oncology SCSp (affiliate of Nextech Invest) | 4,055,861 | 7.6% | ≥5% stockholder; invested in 2024 private placement |
| Hedging/Pledging | Prohibited by policy | — | Company Insider Trading Policy prohibits pledging and hedging for directors |
Governance Assessment
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Strengths
- Independent director with deep venture/scientific background; active on Audit and Science & Technology committees, supporting board effectiveness across financial oversight and R&D strategy .
- Clear prohibition on hedging/pledging enhances alignment with shareholder-friendly practices .
- Board-level risk oversight framework is articulated, with Audit, Compensation, and Nominating committees monitoring key risks and independence .
-
Watch Items
- Melissa McCracken waived all director compensation in 2024 and shows no direct beneficial ownership or options; while cost-neutral, this results in low direct “skin-in-the-game” unless offset by indirect alignment via Nextech’s 7.6% stake .
- Investor-affiliation interlock: Nextech (affiliate) invested ~$20.0M in TYRA’s 2024 private placement; McCracken’s affiliation could present perceived conflicts in capital raising or strategic decisions; monitoring related-party governance controls is prudent .
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Red Flags
- Related-party exposure: participation of an affiliate of a director’s firm in a material financing constitutes a related-person transaction; Board/committee oversight of conflicts should remain in focus .
- Zero direct holdings and waived equity awards may weaken individual ownership alignment, though broader policy prohibits hedging/pledging .
Compensation Committee Practices: The Compensation Committee (independent, chaired by Dr. Moran) engages Aon as independent consultant and met 4 times in 2024; Aon noted as independent with no conflicts per Rule 10C-1 and Nasdaq standards—supportive of governance quality .