Todd Harris
About Todd Harris
Todd Harris, Ph.D., 45, is President, Chief Executive Officer, and a Director of Tyra Biosciences; he has served as CEO since November 2018 and as a Director since August 2018, with prior roles including Treasurer from February 2019 . He holds a B.S. in Electrical Engineering (BYU), M.S. in Bioengineering (UCSD), and a Ph.D. in Medical Engineering and Medical Physics (MIT) . Annual bonus outcomes indicate operational execution against clinical and development milestones (corporate goals achieved at 110% in 2022, 150% in 2023, and 137% in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyra Biosciences | Co-founder; President & CEO; Director; Treasurer | Dir since Aug 2018; CEO since Nov 2018; Treasurer since Feb 2019 | Founding leadership; public-company scaling; pipeline and corporate development . |
| Sienna Biopharmaceuticals (Sienna Labs) | Founder & CEO; later Head of Corporate Development; Director | Founder/CEO Apr 2013–Jan 2016; Head of Corp Dev Jan 2016–Jul 2018; Director Apr 2013–Dec 2019 | Led company formation and corporate development; Sienna filed Ch. 11 in Sept 2019, ceased operations Dec 2019 . |
| McKinsey & Company | Consultant, Healthcare Practice | Sep 2008–Dec 2012 | Strategy and operations advisory across healthcare clients . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Primmune Therapeutics, Inc. | Director | As disclosed in 2023 proxy | External biopharma board role (not repeated in later proxies) . |
Board Governance and Service
- Status: Class I Director; nominated for re-election at the 2025 meeting for a term expiring at the 2028 annual meeting .
- Independence: The Board determined all directors other than Dr. Harris are independent under Nasdaq rules .
- Board leadership: Separate Chairman (Robert More); CEO and Chair roles are split .
- Committees: Dr. Harris is not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Science & Technology committees .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024 .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $580,625 | $608,400 | $632,700 |
| Target Bonus (% of salary) | 50% | 50% | 50% |
| All Other Compensation ($) | $950 | $950 | $950 |
Performance Compensation
| Year | Corporate Metric(s) | Target Bonus % | Achievement vs Target | Actual Bonus ($) | Notes |
|---|---|---|---|---|---|
| 2022 | Development milestones | 50% | 110% | $321,750 | Company-wide goals approach; no detailed weighting disclosed . |
| 2023 | Clinical milestones and operational development | 50% | 150% | $456,300 | Bonus Plan caps typical max at 150% unless otherwise determined . |
| 2024 | Clinical milestones and operational development | 50% | 137% | $433,400 | Awards determined Feb 2025 . |
Equity Awards (select grants and vesting)
| Grant Date | Type | Shares/Options | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| 8/14/2024 | Stock Option | 390,000 | $21.57 | Monthly over 4 years from grant | Annual grant under 2021 Plan . |
| 7/28/2023 | Stock Option | 330,000 | $14.35 | Monthly over 4 years | Annual grant . |
| 9/06/2022 | Stock Option | 270,000 (part of awards) | $7.14 | Monthly over 4 years | Annual grant . |
| 11/02/2021 | Performance-based Option | 25,884 | $24.15 | Vested on TYRA-300 IND filing (6/24/2022) | Milestone-based vesting . |
Outstanding Equity (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 3/10/2021 | 517,088 | 37,951 | $2.25 | 3/9/2031 |
| 11/02/2021 | 165,758 | 49,280 | $24.15 | 11/1/2031 |
| 11/02/2021 (perf) | 25,884 | — | $24.15 | 11/1/2031 |
| 9/06/2022 | 151,875 | 118,125 | $7.14 | 9/5/2032 |
| 7/28/2023 | 116,875 | 213,125 | $14.35 | 7/27/2033 |
| 8/14/2024 | 32,500 | 357,500 | $21.57 | 8/13/2034 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,530,624 shares (4.7% of outstanding as of 3/31/2025) . |
| Ownership Breakdown | 1,357,168 shares held directly; 1,173,456 shares underlying options exercisable within 60 days of 3/31/2025 . |
| Executive/Employee Hedging & Pledging | Prohibited by Insider Trading Policy (no pledging, hedging, margin, short sales, or derivatives) . |
| Stock Ownership Guidelines | Not disclosed for executives in the 2025 proxy (no guideline section identified). |
Employment Terms
- Base agreement: CEO employment agreement with change-in-control (CIC) and severance protections .
- CIC acceleration: On CIC, 50% of unvested equity vests immediately; remaining 50% continues vesting; any unvested portion vests fully at the 1-year anniversary of the CIC, subject to continued employment through that date .
- Termination outside CIC (without Cause, death/disability, or Good Reason): lump sum equal to 12 months of current base salary plus pro-rated target bonus; 50% of unvested equity accelerates; up to 12 months of COBRA premiums/reimbursement .
- Termination within CIC window (3 months prior to or 18 months after CIC) without Cause, death/disability, or for Good Reason: lump sum equal to 18 months of current base salary plus 150% of target bonus; 100% equity acceleration (later of termination or CIC effective date); up to 18 months of COBRA premiums/reimbursement .
- Definitions of Cause, Good Reason, Disability align with customary public-company terms and the 2021 Plan .
- Restrictive covenants: one-year post-termination non-solicitation covenant applies to named executive officers (including CEO) .
- Clawback: policy adopted Oct 2023 requiring recovery of excess incentive-based compensation after material restatements (3-year lookback) .
Director Compensation (context for dual role)
- Non-employee director policy (amended May 2024): annual cash retainer $40,000; initial option grant 37,200 shares; annual option grant 18,600 shares; additional retainers for Chair and committee roles; awards vest over time; acceleration on change-in-control .
- As an employee director, Dr. Harris’s compensation is disclosed under executive pay; non-employee director fees apply to independent directors .
Related Party and Financing Context (under Harris’s tenure)
- February 2024 private placement: ~$200.0 million gross proceeds via common and pre-funded warrants; major biotech investors participated (RA Capital, Nextech VI, FMR, BVF, Boxer) .
- October 2024 exchange agreement: exchange of shares for pre-funded warrants by Boxer Capital and RA Capital; warrants immediately exercisable at $0.001 with beneficial ownership blockers .
Risk Indicators & Notes
- Sienna Biopharmaceuticals (prior company Harris founded/led) filed for Chapter 11 in September 2019 and ceased operations in December 2019; disclosed in biography .
- Anti-hedging/pledging policy and clawback policy mitigate governance risk .
- Board is majority independent with separate Chair, reducing dual-role governance concerns .
Investment Implications
- Alignment: Significant beneficial ownership (4.7%) and large, multi-year option grants align CEO incentives with equity value creation; anti-hedging/pledging policy and clawback strengthen alignment and risk controls .
- Incentive structure: Compensation remains equity-heavy (option awards of $6.5M in 2024 vs $3.56M in 2023; base salary grew 4% YoY), with annual cash bonuses tied to clinical/operational goals (137% payout for 2024) — signaling emphasis on pipeline execution .
- Retention/CIC economics: Robust CIC terms (18 months base + 150% target bonus + full equity acceleration on qualifying terminations) support executive retention through strategic events but represent meaningful potential transaction costs; outside CIC, severance is 12 months base + pro-rated target bonus with 50% equity acceleration .
- Supply of stock/vesting cadence: Monthly vesting across sizeable option grants (2023–2024) creates a steady stream of potential exercises/sales; no pledging or hedging allowed by policy .
- Governance: Separate Chair and majority-independent Board, with no disclosed related-party transactions involving the CEO, are positives for oversight; attendance thresholds met .