S. Michael Rothenberg
About S. Michael Rothenberg
S. Michael Rothenberg, M.D., Ph.D., age 55, joined Tyra Biosciences’ Board in May 2024. He is Chief Medical Officer of insitro, Inc. (since February 2024) and previously led early oncology and early clinical development at Pfizer (2020–2024) after senior R&D roles at Loxo Oncology (2015–2020); earlier he was a medical oncologist and cancer researcher at Massachusetts General Hospital. He holds a B.A. in Chemistry from Yale and M.D./Ph.D. degrees from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | VP & Head of Early Oncology Development and Clinical Research; Head of Early Clinical Development | Mar 2020–Jan 2024 | Led early-stage oncology development; senior clinical leadership |
| Loxo Oncology, Inc. | VP R&D; Director R&D | Aug 2015–Jan 2020 | Drug development leadership across R&D |
| Massachusetts General Hospital Cancer Center | Medical Oncologist & Cancer Researcher | Prior to industry roles | Academic clinical research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| insitro, Inc. | Chief Medical Officer | Feb 2024–present | Private company; external executive role |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Rothenberg is listed as independent .
- Committee assignments: Member, Science & Technology Committee; not a chair .
- Board and committee meetings: Board met 6 times in FY2024; each director attended at least 75% of Board and relevant committee meetings. Science & Technology, Audit, Compensation, and Nominating committees each met 4 times in 2024 .
- Annual meeting attendance: With one exception, all directors attended the 2024 annual meeting (no individual exception identified) .
- Board leadership: Separate Chairman (Robert More) and CEO structure .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Cash fees (retainer + committee) | $29,274 | Pro-rated for partial-year service; joined May 7, 2024 |
| Director fee policy (effective May 2024) | $40,000 annual retainer; committee chair adders: Audit $15k, Compensation $10k, Nominating & Corporate Governance $8k, Science & Technology $10k; committee member adders: Audit $7.5k, Compensation $5k, Nominating & Corporate Governance $4k, Science & Technology $5k | No meeting fees disclosed |
Performance Compensation
| Equity Element | FY 2024 Details | Vesting | Notes |
|---|---|---|---|
| Option awards (grant-date fair value) | $514,279 | Per policy: initial grant 37,200 options vest over 3 years; annual grant 18,600 options vest monthly over 12 months | Awards vest on change in control |
| Options outstanding (as of 12/31/2024) | 37,200 | Rolling vest per policy | Initial board grant reflected in outstanding count |
No director performance metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for director compensation; equity is service- and time-vesting per the non-employee director policy .
Other Directorships & Interlocks
- Public company boards: None disclosed for Rothenberg .
- Interlocks/relationships: No related-party transactions disclosed involving Rothenberg; related-party items in 2024 focused on certain investors and funds (RA Capital, BVF, Nextech, Boxer) and did not identify Rothenberg as a related person participant .
Expertise & Qualifications
- Oncology drug development leadership (Pfizer early oncology; Loxo R&D) and academic oncology background .
- Advanced degrees: M.D. and Ph.D. (Stanford), B.A. in Chemistry (Yale) .
- Fits Science & Technology Committee skill needs in preclinical/clinical decision-making and portfolio evaluation .
Equity Ownership
| Holder | Beneficial Ownership (Mar 31, 2025) | % of Outstanding | Composition |
|---|---|---|---|
| S. Michael Rothenberg | 12,400 shares via options exercisable within 60 days | <1% | 37,200 options outstanding at 12/31/2024 ; 12,400 exercisable within 60 days (remaining unexercisable derived from these disclosures) |
- Pledging/hedging: Company insider trading policy prohibits pledging, margin accounts, short sales, and hedging for directors and officers .
Governance Assessment
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Strengths:
- Independent director with deep oncology development expertise; aligned with Science & Technology Committee mandate .
- Equity-heavy director pay (2024: $514k options vs $29k cash) supports shareholder alignment; standard time-based vesting and change-in-control protections consistent with peer biotech norms .
- Board-wide attendance thresholds met; committee cadence consistent (4 meetings) indicating active engagement .
-
Watch items:
- Dual role as CMO at insitro may pose time-commitment considerations; Board affirms independence and no related-party issues disclosed .
- Short tenure (joined May 2024) means limited track record on Tyra-specific oversight to date .
-
Compensation & oversight quality:
- Compensation Committee chaired by an independent director (Susan Moran) with an independent consultant (Aon) and no interlocks or conflicts reported, supporting pay governance integrity .
- Prohibition on pledging/hedging and adoption of clawback policy (executive incentive comp) reflect robust governance posture; director equity vests on change-in-control per policy .
No RED FLAGS identified regarding related-party transactions, pledging/hedging, or attendance. Equity compensation structure is standard for non-employee biotech directors and appears appropriately calibrated for engagement and alignment .