Kathy Goetz
Aurinia PharmaceuticalsAbout Kathy Goetz
Kathy Goetz, age 58, is an independent new director nominee to Aurinia Pharmaceuticals’ Board with more than 30 years of pharmaceutical and biotech experience, including over 25 years at Novartis across sales, strategic accounts, marketing and leadership; she holds a degree in Business Administration and Finance from Iowa State University and is recognized for commercial execution in rheumatology and nephrology markets . She currently serves as a director at four healthcare-focused closed-end funds managed by abrdn (formerly Tekla), with approximately $3B in investments across public and private healthcare securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Pharmaceuticals | VP & Head of Sales, U.S. Neuroscience Franchise | 25+ years at Novartis (various roles) | Led commercial sales for ~$2.0B specialty portfolio; increased productivity, efficiency and growth |
| Novartis Pharmaceuticals | Executive Director & Head of U.S. Strategic Accounts | Not disclosed | Led cross-functional team delivering ~$1.2B in strategic account sales in Multiple Sclerosis Centers of Excellence |
| Various roles (strategy, market planning, marketing, sales, leadership) | Executive/Manager | Not disclosed | Consistent results driving revenue across diverse therapeutic areas and lifecycle stages |
External Roles
| Organization | Exchange | Role | Status |
|---|---|---|---|
| abrdn Healthcare Investors (formerly Tekla Healthcare Investors) | NYSE: HQH | Director | Current |
| abrdn Life Sciences Investors (formerly Tekla Life Sciences Investors) | NYSE: HQL | Director | Current |
| abrdn Healthcare Opportunities Fund (formerly Tekla Healthcare Opportunities Fund) | NYSE: THQ | Director | Current |
| abrdn World Healthcare Fund (formerly Tekla World Healthcare Fund) | NYSE: THW | Director | Current |
Board Governance
- Independence: A majority of Aurinia’s Board (85.7%) and nominees (83.3%) are independent; Goetz is designated independent under Canadian NI 58-101 and Nasdaq rules .
- Leadership: Independent Chair (Kevin Tang) separate from CEO enhances oversight and accountability .
- Committees: Wholly independent Audit, Compensation, and Governance & Nomination Committees; current chairs are Audit—Craig Johnson; Compensation—Jeffrey A. Bailey; Governance—Kevin Tang .
- Engagement and attendance: Board met 22 times in 2024; each incumbent director attended ≥75% of Board/committee meetings; independent directors met in camera 6 times in FY2024 .
- Majority voting: Directors must receive more “FOR” than “WITHHOLD”; those with more “WITHHOLD” must tender resignation (uncontested elections) .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | Paid quarterly in USD | $45,000 (Chair previously $80,000; current Chair waives all compensation) |
| Committee Chair retainers | Compensation: $15k; Audit: $20k; Governance: $10k | As listed |
| Committee member retainers | Compensation: $7.5k; Audit: $10k; Governance: $5k | As listed |
| Annual equity grant | RSUs and/or options to directors | $200,000 grant-date fair value; RSUs vest 1-year; options 10-year term, vest at 12 months |
| New director onboarding equity | RSUs and/or options to new appointees | $340,000 grant-date fair value; RSUs vest 1-year; options 10-year term, vest at 12 months |
Note: As a new nominee, specific grants to Goetz are not disclosed; amounts reflect policy that would apply upon election/appointment .
Performance Compensation
| Equity Instrument | Performance Linkage | Vesting/Terms |
|---|---|---|
| Director RSUs | None disclosed for directors (time-based) | 100% vest on first anniversary of grant |
| Director stock options | None disclosed for directors (time-based) | 10-year term; vest at 12 months; exercise price set per plan |
Employees’ 2025 equity was redesigned to be performance awards or stock options only (no time-vested RSUs), but director awards in 2024 consisted of RSUs and options per policy .
Other Directorships & Interlocks
| Interlock Type | Parties | Description | Potential Risk/Note |
|---|---|---|---|
| Shared external board seats | Goetz and Jeffrey A. Bailey | Both serve as directors at abrdn-managed healthcare funds (HQH, HQL, THQ, THW) | Information flow alignment; monitor for conflicts on matters involving those funds and AUPH; Board/committee independence and related-party review policies mitigate |
Expertise & Qualifications
- Commercial strategy and execution across rheumatology and nephrology; recognized for revenue growth across diverse therapeutic areas and product lifecycle stages .
- Leadership achievements include managing ~$2.0B specialty portfolio sales and delivering ~$1.2B strategic accounts sales in MS centers .
- Awards: Healthcare Businesswomen’s Association Rising Star; education: Iowa State University, Business Administration and Finance .
Equity Ownership
| Item | Disclosure | Notes |
|---|---|---|
| Beneficial ownership (AUPH shares) | Not disclosed for Goetz (as nominee) | Beneficial ownership table lists current directors/NEOs; Goetz not included . |
| Director stock ownership guidelines | 3x Board annual retainer (excludes meeting/committee fees) | Measured annually; 50% of after-tax shares retained until compliance; Qualifying Shares include owned shares and unvested RSUs (not options/performance awards) . |
| Hedging/pledging | Prohibited for directors, officers, employees | No margin accounts or pledging; no short sales, puts/calls or derivative hedging in Company securities . |
Governance Assessment
- Board refresh and size reduction: Proposed Board reduced to six members from nine; four of six nominees are new, indicating responsiveness to shareholder feedback and streamlined decision-making .
- Independence and oversight: Independent Chair, majority independent Board, and wholly independent committees support robust oversight; independent executive sessions held six times in 2024 .
- Compensation alignment: Company redesigned employee equity in 2025 to performance awards and options only; RSUs no longer granted to employees—signal of stronger pay-for-performance alignment (director equity policy remains RSUs/options per 2024) .
- Consultant conflicts: Compensation Committee’s advisor WTW assessed as having no conflict of interest; use of a peer group and market benchmarking supports disciplined compensation practices .
- Related-party transactions: None above $120,000 since Jan 1, 2024; audit committee policy governs review/approval of any such transactions .
- Clawbacks and controls: Updated Dodd-Frank-compliant clawback policy adopted Nov 22, 2023; prohibitions on hedging/pledging strengthen alignment and risk management .
Red Flags to Monitor
- Interlocks with abrdn funds shared with another AUPH director (Bailey) could pose perception of alignment; ensure recusals where appropriate and continued adherence to related-party review policy .
- No sanctions/bankruptcy findings for director nominees per company disclosure, which reduces governance risk, but ongoing monitoring advised .
Director Compensation Benchmark (illustrative for policy context)
| Metric | Example 2024 Grants to non-employee directors | Notes |
|---|---|---|
| RSUs granted (Nov 21, 2024) | 12,135 RSUs to each then-serving non-employee director; Craig Johnson received 20,631 RSUs upon appointment | RSUs grant-date price $8.24 (prior-day close) |
| Options granted (Nov 21, 2024) | 18,641 options to each then-serving non-management director; Craig Johnson 31,688 options; option fair value $5.36 | Options 10-year term; standard vesting |
These 2024 grants demonstrate typical instruments and sizing for AUPH directors and inform expectations for future onboarding grants to newly elected directors, including Goetz, subject to Board approval .