Robert Lisicki
About Robert Lisicki
Robert Lisicki (age 58) is Zura Bio’s Chief Executive Officer and a non‑independent director since April 2024; he previously served as President and Chief Operating Officer from January 8, 2024 . He has ~30 years of biopharma leadership experience across commercial and development roles, with a B.S. in Finance and Economics from SUNY Albany . His board tenure began in April 2024; the Board is chaired by independent director Amit Munshi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InCarda Therapeutics | Chief Executive Officer and director; consultant thereafter | Oct 2022 – Apr 2023; consultant until Jun 2023 | CEO transition; remained advisor post-CEO |
| Arena Pharmaceuticals | Chief Commercial Officer | Oct 2018 – Mar 2022 | Built global commercial infrastructure; contributed to M&A totaling nearly $8.0B; company acquired by Pfizer for $6.7B in 2022 |
| Regeneron Pharmaceuticals | VP & General Manager, Inflammation and Cardiovascular | Prior to 2018 (dates not specified) | Led commercial and developmental initiatives |
| Daiichi Sankyo, Inc. | Chief Customer Officer | Aug 2014 – Apr 2018 | Senior commercial leadership |
| Amgen Inc. | Vice President | Jul 2005 – Aug 2014 | Multiple senior leadership roles |
| Janssen (J&J) | Sales & Marketing | Mar 1995 – Jun 2005 | Early commercial roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadrenal Therapeutics, Inc. | Director | Since Jul 2023 | Public board service |
| CorHepta Therapeutics | Board member | May 2023 – Jan 2025 | Private board service |
| Adiso Therapeutics | Board member | Oct 2023 – Aug 2024 | Private board service |
Board Governance
- Independence: Non‑independent director (serves as CEO) .
- Board leadership: Chair is Amit Munshi (independent) .
- Committees: No committee assignments for Mr. Lisicki; Audit, Compensation, and Nominating/Governance memberships listed exclude him .
- Board/Committee activity: 2024 Board met 5 times; Audit 4; Compensation 4; Nominating/Governance 4; each then‑serving director attended ≥75% of Board and committee meetings .
- Executive sessions: Independent directors meet in regular executive sessions, typically at each Board meeting .
Fixed Compensation
| Date (effective) | Base Salary ($) | Target Bonus (%) |
|---|---|---|
| Jan 8, 2024 (as President & COO) | 440,000 | 40 |
| Apr 8, 2024 (promoted to CEO) | 585,000 | 50 |
| Jan 1, 2025 (CEO annual adjustment) | 631,800 | 55 |
Performance Compensation
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 537,751 | 316,461 | 5,805,389 | — | — | 6,659,601 |
Option grant detail and vesting:
| Grant Date | Options (#) | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|
| Jan 24, 2024 | 600,000 | 3.98 | 25% at 1st anniversary; 2.083% monthly thereafter, cont. service | Jan 24, 2034 |
| Mar 26, 2024 | 400,000 | 3.98 | 25% at 1st anniversary; 2.083% monthly thereafter, cont. service | Mar 26, 2034 |
| Jun 18, 2024 | 1,050,000 | 3.38 | 25% at 1st anniversary; remaining vests quarterly thereafter, cont. service | Jun 18, 2034 |
| Dec 9, 2024 | 117,000 (19,500 exercisable; 97,500 unexercisable at YE) | 2.76 | As granted; exercisable/unexercisable split shown at YE 2024 | Dec 9, 2034 |
Program safeguards:
- Clawback policy adopted in 2023 (Dodd‑Frank/Nasdaq compliant) covering incentive compensation tied to financial reporting measures upon accounting restatement .
- Insider trading policy prohibits hedging and pledging; bans derivatives (options), short sales, margin purchases, and pledging company shares .
Other Directorships & Interlocks
| Company | Role | Industry Overlap/Interlock Considerations |
|---|---|---|
| Cadrenal Therapeutics, Inc. | Director (since Jul 2023) | External public board; no Zura transaction disclosed with Cadrenal in related‑party section – |
| CorHepta Therapeutics | Board member (May 2023–Jan 2025) | Private company; no Zura transaction disclosed – |
| Adiso Therapeutics | Board member (Oct 2023–Aug 2024) | Private company; no Zura transaction disclosed – |
Expertise & Qualifications
- Executive leadership across commercial buildouts, product development, and portfolio/M&A, including leadership roles at Arena, Regeneron, Daiichi Sankyo, Amgen, and Janssen (J&J) .
- Education: B.S. in Finance and Economics, SUNY Albany .
- Board experience: Public director at Cadrenal; prior private company boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 384,916 Class A shares issuable pursuant to options exercisable within 60 days of Apr 1, 2025 |
| Ownership % | Less than 1% of outstanding shares as of Apr 1, 2025 |
| Pledging/Hedging | Company policy prohibits pledging and hedging of Zura securities |
Compensation Committee Analysis
- Committee composition (current and planned): As of proxy date, Compensation Committee members were Sandeep Kulkarni (Chair), Jennifer Jarrett, and Amit Munshi; post‑AGM, members will be Jennifer Jarrett, Amit Munshi, and Dan Becker (Chair), subject to Becker’s election .
- Consultant: Aon’s Human Capital Solutions engaged as independent compensation consultant to advise on peer group, market data, recommendations, and equity program design .
- Process: CEO compensation decided in executive session; quarterly meetings; authority to retain independent advisors –.
Governance Assessment
- Independence: As CEO, Mr. Lisicki is a non‑independent director; board maintains independent Chair (Amit Munshi), which supports oversight separation .
- Committee exposure: No committee roles, reducing potential conflicts in audit/compensation oversight .
- Attendance/Engagement: Board met 5 times in FY2024; each then‑serving director attended ≥75% of Board/committee meetings, meeting baseline expectations .
- Pay structure and alignment: 2024 realized pay heavily equity‑linked ($5.81M options) with performance bonus ($316k), aligning incentives with share price appreciation; base/pay mix increased with CEO promotion and 2025 escalation (salary $631,800; target bonus 55%) .
- Safeguards: Formal clawback policy and hedging/pledging prohibitions mitigate misalignment/behavioral risk .
- Interlocks/Conflicts: External directorship at Cadrenal and prior private boards disclosed; related‑party section shows no transactions involving Mr. Lisicki; company disclosed various financings and license arrangements without his involvement –.
- Section 16 compliance: Delinquent filings were noted for other insiders; no delinquencies attributed to Mr. Lisicki in 2024 disclosures .
RED FLAGS: None specifically disclosed for Mr. Lisicki regarding related‑party transactions, hedging/pledging, or Section 16 compliance in 2024. Board independence is supported by an independent Chair, though CEO as director reduces the share of independent directors by one seat .