Form 4: Tyra Biosciences Director Jake Simson Granted Stock Options, Disclaims Beneficial Ownership for RA Capital Funds

Tyra Biosciences Director Jake Simson was granted 22,200 stock options with an exercise price of $9.25, which will vest monthly over a year, though he disclaims beneficial ownership as they are held for RA Capital Management funds.

Summary

• Jake Simson, a Director of Tyra Biosciences, Inc. (TYRA), was granted 22,200 stock options.
• The options have an exercise price of $9.25 per share.
• The grant date for these options was May 29, 2025.
• The options are set to vest monthly, with 1/12th of the total shares vesting each month following the grant date.
• An accelerated vesting clause states that any remaining unvested portion will vest on the date of the next annual meeting if it occurs prior to the first anniversary of the grant date.
• The stock options are exercisable until their expiration date of May 28, 2035.
• Mr. Simson holds these options for the benefit of RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., and a separately managed account.
• He is obligated to turn over any net cash or stock received upon exercise to RA Capital Management, L.P., which will offset advisory fees owed by the aforementioned funds.
• Consequently, Mr. Simson disclaims beneficial ownership of the stock option and the underlying common stock.

Sentiment

Score: 6

Explanation: The grant of stock options to a director is generally a positive for aligning interests, but the disclaimer of beneficial ownership by the director, due to holding the options for an investment fund, introduces a nuance that slightly dampens the direct personal alignment typically associated with such grants.

Positives

• The grant of 22,200 stock options to Director Jake Simson aligns his compensation with company performance, a common practice to incentivize long-term value creation.

Negatives

• Jake Simson disclaims beneficial ownership of the stock options and underlying common stock, as they are held for the benefit of RA Capital Management funds, which may reduce direct personal alignment with individual shareholder interests typically associated with director equity grants.

Risks

• The reporting person, Jake Simson, disclaims beneficial ownership of the stock options and underlying common stock, as they are held for the benefit of RA Capital Management funds. This arrangement could be perceived as potentially impacting the direct personal financial alignment of the director with the company's stock performance, as the benefits accrue to the fund rather than directly to the individual director.

Future Outlook

The granted stock options will vest monthly over a 12-month period, with 1/12th of the shares vesting each month following the May 29, 2025 grant date. An accelerated vesting clause exists if the next annual meeting occurs prior to the first anniversary of the grant date, at which point any remaining unvested portion will vest.

Management Comments

• "The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program."
• "1/12th of the total number of shares of common stock subject to the option vest monthly following May 29, 2025, the date of grant. In the event the next occurring annual meeting of the Issuer's stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service to the Issuer through each vesting date."
• "Under the Reporting Person's arrangement with RA Capital Management, L.P. (the 'Adviser'), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the 'Fund'), the RA Capital Nexus Fund, L.P. (the 'Nexus Fund'), and a separately managed account (the 'Account'). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, and the Account. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."

Industry Context

The grant of stock options to non-employee directors is a common practice in the biotechnology and pharmaceutical industries, aiming to align the director's interests with long-term shareholder value. The specific arrangement where the director holds the options for the benefit of an investment fund (RA Capital Management) is less typical for individual director compensation but reflects the director's role as a representative of a significant institutional investor.

Comparison to Industry Standards

• The grant of stock options as part of non-employee director compensation is a standard practice across publicly traded companies, including those in the biotechnology sector like Tyra Biosciences.
• While the specific number of options (22,200) and exercise price ($9.25) are specific to this grant, the general structure aligns with common industry benchmarks for equity-based director remuneration.
• The unique aspect is the disclaimer of beneficial ownership due to the director's arrangement with RA Capital Management, which is not a standard individual director compensation model but rather reflects an institutional representation.

Corporate Governance

Related Party Transactions

• Jake Simson, a Director, holds stock options for the benefit of RA Capital Management, L.P. funds (RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., and a separately managed account), and is obligated to turn over any net cash or stock received upon exercise to RA Capital Management, L.P. This arrangement offsets advisory fees owed by the funds.

Stakeholder Impact

• Shareholders: The grant of options is a form of equity compensation, which dilutes existing shares over time but is intended to align director interests with shareholder value. The disclaimer of beneficial ownership by the director means the direct personal financial incentive for the director is channeled through the fund they represent, rather than directly to the individual.
• Employees: No direct impact mentioned.

Next Steps

• Monthly vesting of 1/12th of the granted stock options following May 29, 2025.
• Potential accelerated vesting of any remaining unvested options if the next annual meeting occurs before the first anniversary of the grant date.

Key Dates

Keywords

Tyra Biosciences, TYRA, SEC Form 4, Stock Option Grant, Director Compensation, Insider Transaction, RA Capital Management, Equity Compensation, Beneficial Ownership