Kelly Romano
About Kelly A. Romano
Independent Chairwoman of Athira Pharma’s board since August 2021; director since December 2020. Age 63 as of April 4, 2025. Background: 30+ years of operating roles across commercial buildings and aerospace, including senior executive positions at United Technologies/Carrier; CEO of BlueRipple Capital; former operating partner at AE Industrial Partners. Education: B.S. SUNY Buffalo; MBA Syracuse; Northwestern Kellogg Corporate Board Governance Executive Program; senior executive programs at UVA Darden .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corp. (UTC) | Senior executive roles, incl. President Intelligent Building Technologies; President Building Systems & Services at Carrier | 32 years | Global leadership in building tech and services |
| AE Industrial Partners | Operating Partner | Aug 2020 – Jul 2023 | Aerospace/industrial PE operating support |
| BlueRipple Capital, LLC | Chief Executive Officer (founder) | Since May 2018 | Strategic/operational consulting leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| UGI Corporation | Director | Public company directorship |
| Dorman Products, Inc. | Director | Public company directorship |
| Potter Global Technologies | Director | Board service |
| Gryphon Investors | Executive Advisory Board Member | Since December 2016 |
Board Governance
- Board leadership: independent Chairwoman; CEO (Mark Litton) role separated from Chair, with Romano setting agendas, chairing board/executive sessions, and acting as spokesperson as appropriate .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair .
- Independence: Board determined Romano is independent under Nasdaq rules; Audit Committee membership meets SEC/Nasdaq independence criteria .
- Attendance: In FY2024, board held 7 meetings; each director attended at least 75% of board and applicable committee meetings. Executive sessions of non‑employee directors are chaired by Romano or committee chairs .
Fixed Compensation
Outside director cash retainer schedule (policy):
| Role | Annual Cash Retainer ($) |
|---|---|
| Non-employee director | 40,000 |
| Board Chair | 30,000 |
| Audit Committee – Chair | 15,000 |
| Audit Committee – Member | 7,500 |
| Compensation Committee – Chair | 10,000 |
| Compensation Committee – Member | 5,000 |
| Nominating & Corporate Governance – Chair | 8,000 |
| Nominating & Corporate Governance – Member | 4,000 |
| Compliance Committee – Chair | 10,000 |
| Compliance Committee – Member | 5,000 |
Kelly Romano – 2024 director compensation (paid in FY2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 80,242 |
| Option Awards (grant-date fair value, ASC 718) | 43,404 |
| Total | 123,646 |
Performance Compensation
Director equity award structure (service-vesting; no performance metrics disclosed):
| Award Type | Shares | Vesting | Term/Exercise Price | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial Award (at board entry) | 41,800 options | 1/36 monthly | 10-year term; strike = FMV at grant | Full acceleration if director at time of CoC |
| Annual Award (post-AGM) | 20,900 options | Earlier of 1-year or next AGM | 10-year term; strike = FMV at grant | Full acceleration if director at time of CoC |
Equity awards for non-employee directors are time-based stock options; no TSR/financial metrics are tied to director compensation in the proxy .
Other Directorships & Interlocks
| Name | Role at ATHA | Other Boards/Advisory | Potential Interlocks/Notes |
|---|---|---|---|
| Kelly A. Romano | Independent Chair; Audit member; Nominating Chair | UGI Corp.; Dorman Products; Potter Global Technologies; Gryphon Investors EAB | No Romano-related related-party transactions disclosed in proxy; company maintains formal related-person policy . |
Expertise & Qualifications
- Deep operating experience in building technologies and aerospace; prior leadership at Carrier/UTC .
- Governance expertise: chairs Nominating & Corporate Governance; frequent leader of executive sessions .
- Business education and board governance training (Kellogg; Darden) .
Equity Ownership
| Item | Amount |
|---|---|
| Total Beneficially Owned Shares | 164,128; under 1% of outstanding |
| Directly Held Shares | 80,715 |
| Options Exercisable within 60 Days | 83,413 |
| Shares Outstanding (record date) | 39,042,445 (for % calc context) |
| Pledging/Hedging | Company policy prohibits pledging, hedging, short sales, derivatives by directors |
Governance Assessment
-
Strengths:
- Independent Chair with clear separation from CEO; Romano leads executive sessions and board agenda, supporting oversight quality .
- Multi-committee roles (Audit member; Nominating Chair) bolster oversight of financial reporting and board composition/governance .
- Robust policies: insider trading prohibitions (no pledging/hedging), expanded clawback covering both financial restatements and scientific integrity retractions (added Sept 2024) .
- Attendance threshold met across directors; Romano chairs executive sessions, indicating active engagement .
-
Watchpoints:
- Multiple external commitments (UGI, Dorman, Potter, Gryphon; BlueRipple CEO) could pose time-allocation risk; current proxy indicates attendance ≥75% and active leadership, partially mitigating concern .
- Director equity awards are time-based options (not RSUs/DSUs), potentially increasing sensitivity to share price volatility rather than long-term holding alignment typical in some boards; no performance metrics tied to director equity .
-
Conflicts/Related-party exposure:
- Proxy’s related-person transactions section notes agreements involving other directors/funds; no Romano-related transactions are disclosed. Audit Committee oversees related-party approvals per policy .
-
Board effectiveness signals:
- Establishment of a Compliance Committee (Sept 2024; first convened Feb 2025) enhances oversight of scientific integrity and healthcare compliance; Romano’s board maintains committee independence standards .
Appendix: Director Compensation and Independence References
- Director compensation totals and option holdings for Romano .
- Independence determinations and committee compositions .
- Attendance and executive session practices .
- Governance policies: insider trading (no pledging/hedging); clawback expansion .