Conor Kilroy
About Conor Kilroy
Conor Kilroy is Chief Legal Officer and Secretary of Aura Biosciences, appointed to this role in January 2025 after serving as General Counsel and Secretary from April 2024; he is 43 years old and holds a B.A. (Brandeis University) and J.D. (Boston College Law) . Aura’s 2024 executive bonus framework paid out at 90% of corporate goals, framing performance alignment for named officers including Kilroy in his first year with the company .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Neurogastrx, Inc. | General Counsel & Secretary | Sep 2021 – May 2023 | Not disclosed |
| Ironwood Pharmaceuticals (Nasdaq: IRWD) | Roles of increasing responsibility; VP/then SVP, General Counsel & Secretary | Jun 2013 – Feb 2021 | Not disclosed |
| Boston Scientific (NYSE: BSX) | Corporate Counsel, Securities | Prior to 2013 | Not disclosed |
| Goodwin Procter LLP | Associate | Early career | Not disclosed |
External Roles
No outside public company directorships or committee roles disclosed for Kilroy in Aura’s proxy materials .
Fixed Compensation
| Metric (USD) | FY 2024 |
|---|---|
| Base Salary (annual rate) | $440,000 |
| Target Bonus % of Salary | 40% |
| Actual Cash Bonus Paid | $158,400 |
| Salary Paid (2024 reported) | $330,000 |
Performance Compensation
- Annual cash incentive structure (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Company performance goals | 100% | 40% of salary | 90% achievement | $158,400 bonus |
- Equity awards (initial new‑hire grants in 2024)
| Instrument | Grant Date | Shares Granted | Vesting Schedule | Grant Date Fair Value (USD) |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Apr 2024 (vesting commences Apr 15, 2024) | 96,000 | 25% annually on each Apr 15, 2025/2026/2027/2028 | $710,400 (aggregate stock awards) |
| Stock Options | Apr 2, 2024 | 144,000 | 25% on Apr 1, 2025; remainder in 36 equal monthly installments thereafter | $810,518 (aggregate option awards) |
- Option terms
| Detail | Value |
|---|---|
| Exercise (strike) price | $7.40 per share |
| Expiration | Apr 2, 2034 |
- RSU vesting events (potential settlement/selling windows)
| Vest Date | RSUs Vesting |
|---|---|
| Apr 15, 2025 | 24,000 |
| Apr 15, 2026 | 24,000 |
| Apr 15, 2027 | 24,000 |
| Apr 15, 2028 | 24,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 63,000 shares/rights total; includes 24,000 RSUs vesting within 60 days and 39,000 options exercisable within 60 days; under 1% of shares outstanding |
| Vested vs unvested at 12/31/2024 | RSUs: 96,000 unvested; Options: 144,000 unexercisable as of year‑end |
| Hedging/derivatives policy | Company prohibits derivative transactions in company stock for officers/employees; policy addresses risks of pledging/margin accounts |
Employment Terms
- Offer letter (effective Apr 1, 2024): At‑will employment; annual base salary; discretionary annual bonus based on company goals; superseded for severance by Aura’s Executive Severance Plan; confidential information and non‑solicitation covenants (non‑solicit during employment and for one year post‑employment) .
- Executive Severance Plan (effective Nov 10, 2024):
- If terminated without Cause or resigns for Good Reason outside a Change in Control Period: 9 months base salary continuation and up to 9 months COBRA employer‑cost payments (12 months for CEO) .
- If such termination occurs within the Change in Control Period (3 months before through 12 months after a Change in Control): lump sum 12 months base salary (9 months for SVP Finance; 18 months for CEO); lump sum 1x target bonus (0.75x for SVP Finance; 1.5x for CEO) plus pro‑rated target bonus; up to 12 months COBRA (9 months for SVP Finance; 18 months for CEO); immediate vesting of time‑based equity; for equity held as of Nov 10, 2024, immediate vesting upon Change in Control (single‑trigger equity vest for pre‑effective‑date grants) .
- Clawback: In the event of a required financial restatement, the company will recover incentive‑based compensation received by current/former executive officers within the prior three years as required by SEC/Nasdaq rules, subject to limited exceptions .
Investment Implications
- Pay-for-performance alignment: 2024 NEO bonuses paid at 90% of corporate goals; Kilroy’s 40% target bonus and actual payout indicate formulaic linkage to company results in his first year, supporting alignment of cash incentives with execution milestones .
- Retention and selling pressure: Meaningful new‑hire equity with four‑year RSU vesting (24,000 units annually every Apr 15) and monthly option vesting after Apr 1, 2025 creates predictable settlement windows that may contribute to episodic insider selling pressure around vest dates/10b5‑1 plans .
- Change‑of‑control economics: Double‑trigger cash (12 months base + 1x target bonus plus pro‑rata) and full acceleration of time‑based equity, with single‑trigger vesting for pre‑Nov 10, 2024 grants, provide strong protection; this can reduce retention risk in strategic scenarios but may be viewed as generous by governance‑focused investors .
- Ownership/skin‑in‑the‑game: Beneficial ownership is under 1% with a mix of near‑term RSU vesting and options becoming exercisable; while modest in percentage terms, structure is typical for a newly appointed legal chief at a small/mid‑cap biotech and aligns ongoing value creation with equity vesting .
Sources
- Aura Biosciences DEF 14A (Apr 24, 2025): executive officers; compensation; equity awards; ownership; severance plan; policies .
- Aura Biosciences DEF 14A (Apr 25, 2024): trading/hedging policy context .
- Aura Biosciences 10‑Q (Nov 13, 2025): stock‑based comp program context (company‑level) .