Relay Therapeutics is nominal defendant in Delaware derivative suit over 2021 to 2023 board pay

Relay Therapeutics (Nasdaq: RLAY) said in its 10-Q filed August 6, 2026 that a stockholder derivative suit over board pay is now in discovery in the Delaware Court of Chancery. The case is Hayes v. Borisy, et al., C.A. No. 2024-1309-PAF. David Hayes, an alleged Relay stockholder, filed it on December 18, 2024 on behalf of Relay, which is a nominal defendant.

The defendants are what the 10-Q calls "certain of our directors and officers". It does not list them by name, but the caption leads with Borisy. The complaint alleges that in 2021, 2022 and 2023 the defendants awarded the members of Relay's board excessive compensation.

The case

The complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets and breach of the fiduciary duty of disclosure. The alleged awards cover three years, 2021, 2022 and 2023, and the complaint alleges the pay went to the members of Relay's board.

Hayes asks for a judgment declaring that he may maintain the action on Relay's behalf and is an adequate representative. He asks for damages sustained by Relay from the alleged breaches and unjust enrichment, and an order directing Relay to take steps to reform and improve its corporate governance and internal procedures. He also seeks restitution from the defendants, and an order that they disgorge and pay to Relay, or cancel, profits, benefits and other compensation they obtained. He seeks his costs, including reasonable attorneys', accountants' and experts' fees.

Defendants

Relay is the nominal defendant. The individual defendants are described only as certain of Relay's directors and officers. The 10-Q does not list them, so we looked at Relay's own annual reports. The 10-K filed February 22, 2024 and the 10-K filed February 26, 2025, the second being the nearer to the date the suit was filed, were each signed by the same board: Sanjiv K. Patel, the president and chief executive officer, Alexis Borisy, Linda A. Hill, Douglas S. Ingram, Sekar Kathiresan, Mark Murcko, Jami Rubin and Laura Shawver. Thomas Catinazzo signed as chief financial officer.

The caption leads with Borisy, and Alexis Borisy is the only director of that name in either report. The filings do not say which of the others are defendants. The complaint also covers pay awarded in 2021 and 2022, which these two reports do not address.

Where it stands

Relay, as nominal defendant, and the defendants separately answered the complaint on January 24, 2025. The 10-Q says the case is now in discovery. It does not report a motion to dismiss, a trial date or any settlement talks.

Why it matters to shareholders

Relay says it cannot predict the outcome of the case or the reasonably possible loss or range of loss, if any. Because the suit is brought on Relay's behalf, the damages the plaintiff seeks would go to the company, but the filing gives no dollar amount. The 10-Q says Relay may become involved in litigation from time to time. It also states that Relay is not currently a party to any litigation or legal proceedings that, in management's opinion, are probable to have a material adverse effect on its business. It adds that, regardless of outcome, litigation can hurt the business through defense and settlement costs and by diverting management's time.

Relay reported cash, cash equivalents and investments of $910.9 million as of June 30, 2026, which it believes will fund its operating expenses and capital expenditures into 2029. The 10-Q's description of the case mentions no insurance, accrual or settlement.

Report an error

Companies in this story

RLAYRelay Therapeutics, Inc.NASDAQ · United StatesOpen the starter desk