Rehan Verjee
About Rehan Verjee
Independent director of Tyra Biosciences (TYRA); age 44; on the Board since June 2021. He is Chair of the Audit Committee (designated audit committee financial expert) and a member of the Compensation Committee. He is founding CEO of Precede Biosciences and previously served on the Healthcare Executive Committee of Merck KGaA, including as President of EMD Serono and Chief Marketing & Strategy Officer for Merck KGaA’s Healthcare business. He holds a Master’s Degree in Molecular and Cellular Biochemistry from the University of Oxford.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck KGaA (Healthcare business) | Member, Healthcare Executive Committee; Chief Marketing & Strategy Officer | Oct 2015–Mar 2021 | Accountable for product/portfolio strategy across oncology, neurology, immunology, infertility; co-chaired R&D development committee; led global BD and major R&D alliances; responsible for launches across US/EU/China/Japan |
| EMD Serono (Merck KGaA) | President | Within 2015–2021 period | Led organization through transformation and growth; FDA approval and launch of four new medicines, including two in oncology |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Precede Biosciences | Founding CEO; Director | Current | Venture-backed liquid-biopsy diagnostic company |
| Massachusetts Biotechnology Council | Director | Current | Board member |
| Precede Biosciences | Director | Current | Board member |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; this includes Mr. Verjee.
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert”; committee met 4 times in 2024.
- Compensation Committee: Member; committee met 4 times in 2024.
- Attendance: There were 6 Board meetings in 2024; each director attended at least 75% of Board and relevant committee meetings.
- Board leadership: Independent Chairman (Robert More) separate from CEO.
- Risk oversight: Audit oversees financial, compliance, and cybersecurity risk; Compensation evaluates compensation-risk; Nominating & Governance oversees independence, disclosure, conflicts.
- Section 16 compliance: No delinquent filings disclosed for Mr. Verjee (one late filing noted for another director).
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 pre–May 2024; increased to $40,000 after May 2024 | Amended Director Compensation Policy adopted May 2024 |
| Committee chair retainers | Audit: $15,000; Compensation: $10,000; Nominating & Gov: $8,000; Science & Tech: $10,000 | Policy in effect; unchanged by May 2024 amendments |
| Committee member retainers | Audit: $7,500; Compensation: $5,000; Nominating & Gov: $4,000; Science & Tech: $5,000 | Policy in effect; unchanged by May 2024 amendments |
| 2024 cash actually paid to Verjee | $53,333 | Fees earned (cash) in 2024 per proxy table |
- Consultant independence: Compensation Committee retains Aon as an independent advisor; Committee determined no conflicts.
Performance Compensation (Director Equity)
| Equity element | Grant size/terms | 2024 Amount (Verjee) | Vesting/Change-in-Control |
|---|---|---|---|
| Initial option grant (upon Board election) | Increased from 29,000 to 37,200 options after May 2024 | N/A in 2024 for Verjee | Initial grants vest over 3 years; director awards also vest upon change in control |
| Annual option grant | Increased from 14,500 to 18,600 options after May 2024 | Option Awards fair value $221,855 (2024) | Annual awards vest in substantially equal monthly installments over 12 months; director awards also vest upon change in control |
| Options outstanding at 12/31/2024 (Verjee) | — | 115,067 options outstanding | Aggregate outstanding options at year-end |
- No director-specific performance metrics disclosed for equity; director pay is a mix of cash retainers and time-vested options.
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential interlock/conflict relevance |
|---|---|---|---|
| Precede Biosciences | Private | Founding CEO; Director | No related-person transactions with TYRA disclosed; no transactions involving Mr. Verjee identified in 2023–2025 review section |
| Massachusetts Biotechnology Council | Non-profit | Director | No related-person transactions with TYRA disclosed |
- Related-party transactions: 2024 private placement and 2024 exchange of pre-funded warrants involved certain large holders and investor-affiliated directors, but none involved Mr. Verjee.
Expertise & Qualifications
- Financial oversight: Audit Committee Chair; SEC-designated audit committee financial expert; financial sophistication per Nasdaq standards.
- Biopharma commercialization and portfolio strategy: Led multiple global launches and portfolio strategy at Merck KGaA/EMD Serono; oversaw BD and R&D alliance governance.
- Executive leadership: Founding CEO (Precede Biosciences); prior P&L leadership at EMD Serono.
- Education: Master’s in Molecular & Cellular Biochemistry, University of Oxford.
Equity Ownership
| Holder | Shares/Derivatives Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Rehan Verjee | 115,067 shares underlying options exercisable within 60 days of 3/31/2025 | <1% | No direct common shares listed; options only per footnote (16) |
| Company policy on hedging/pledging | Prohibits directors, officers, employees from pledging or hedging company stock; also prohibits margin accounts, short sales, and derivatives | — | Insider Trading Policy filed with 10-K; policy summarized in proxy |
Governance Assessment
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Strengths
- Independent director with deep commercial and portfolio strategy experience; serves as Audit Chair and designated financial expert, enhancing financial oversight.
- Strong engagement: met Board and committee attendance thresholds; Audit and Compensation committees met regularly (4x each in 2024).
- Director compensation tilted toward equity (time-vested options), aligning incentives with long-term shareholders; director awards vest on change in control, supporting retention.
- No related-party transactions or Section 16(a) delinquencies disclosed for Mr. Verjee.
-
Watch items / potential risks
- Time commitments: Concurrent role as founding CEO of Precede Biosciences; Board should continue to monitor workload balance given Audit Chair responsibilities. (Background role noted; no issue disclosed.)
- Investor influence dynamics exist at the Board level (e.g., investor-affiliated directors, large holders active in financings), though not tied to Mr. Verjee; Audit Committee is tasked with related-party oversight.
-
Structural controls
- Separate independent Chairman; codified governance guidelines; periodic Board evaluations.
- Hedging/pledging prohibitions improve alignment; Compensation Committee uses an independent consultant.
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Overall view: Governance profile for Mr. Verjee is supportive of investor confidence given independence, financial expertise, committee leadership, and absence of conflict disclosures. Continued monitoring of workload balance and related-party oversight remains prudent.