Kate Haviland
About Kate Haviland
Kate Haviland (age 49) is a Class III independent director at Bicara Therapeutics (BCAX), serving since September 2023, with her current term expiring at the 2027 annual meeting. She is President & CEO of Blueprint Medicines (NASDAQ: BPMC), and holds a B.A. from Wesleyan University (Molecular Biology/Biochemistry and Economics) and an M.B.A. from Harvard Business School . The board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blueprint Medicines | Chief Operating Officer | Jan 2019 – Apr 2022 | Senior operational leadership |
| Blueprint Medicines | Chief Business Officer | Jan 2016 – Jan 2019 | Corporate development leadership |
| Idera Pharmaceuticals (acquired by Aceragen) | VP, Rare Diseases & Oncology Program Leadership | Apr 2014 – Dec 2015 | Program leadership |
| Sarepta Therapeutics | Head of Commercial Development | Jun 2012 – Apr 2014 | Commercial strategy |
| PTC Therapeutics | Executive Director, Commercial Development | Mar 2007 – Jun 2012 | Commercial development |
| Genzyme (acquired by Sanofi) | Corporate Development & Project Management | Jul 2005 – Apr 2007 | Corporate development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Blueprint Medicines (BPMC) | President & CEO | Apr 2022 – present | Public company CEO |
| Fulcrum Therapeutics (FULC) | Director | Current | Public company board |
Board Governance
- Board classification: Class III director; term expires at the 2027 annual meeting .
- Committee assignments: Compensation Committee member; committee chaired by Michael Powell. Compensation Committee met three times in 2024 .
- Independence: Board determined all directors except the CEO (Claire Mazumdar) and President/COO (Ryan Cohlhepp) are independent; includes Haviland .
- Attendance: Board met six times in 2024; each director except Kiran Mazumdar-Shaw attended ≥75% of aggregate board and committee meetings held during their service (implies Haviland ≥75%) .
- Policies strengthening governance: Insider trading policy prohibits hedging/derivative transactions and pledging by officers/directors; Rule 10b5-1 plan policy in place; compensation recovery (clawback) policy maintained per SEC/Nasdaq rules .
Fixed Compensation
| Year | Cash Fees ($) | Option Awards ($) (Grant-date fair value) | Total ($) |
|---|---|---|---|
| 2024 | 41,603 | 319,749 | 361,352 |
Director fee policy (effective Sept 2024 IPO): annual board retainer $40,000; committee member retainers—Audit $7,500, Compensation $5,000, Nominating $4,000; committee chair retainers—Audit $15,000, Compensation $10,000, Nominating $8,000; additional retainers—non-executive chair $30,000, lead independent director $20,000 .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked metrics in director compensation | None disclosed; non-employee director equity is stock options with time-based vesting (Initial Award and Annual Award); no TSR/EBITDA/ESG metrics described |
Equity grant structure:
- Initial Award: stock option to purchase 47,492 shares; vests 1/3 at first anniversary, remainder monthly over 3 years; 10-year term; strike price at grant-date FMV .
- Annual Award: stock option to purchase 23,746 shares; vests on earlier of one-year anniversary or next annual meeting; 10-year term; strike price at grant-date FMV .
- IPO grant (Sept 2024): Haviland received 23,746-share option; fully vests on earlier of 2025 annual meeting or one-year; accelerates upon sale of Company .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Blueprint Medicines (BPMC) | President & CEO | Same industry; no BCAX related-party transactions disclosed involving Haviland |
| Fulcrum Therapeutics (FULC) | Director | No BCAX interlock conflicts disclosed |
BCAX related party transactions largely involve Biocon/Syngene, RA Capital, TPG, Red Tree, Invus; no transactions disclosed involving Haviland personally .
Expertise & Qualifications
- Biotech operating leadership (CEO, COO, CBO) across commercial development and program leadership .
- Education: B.A. Wesleyan (Molecular Biology/Biochemistry; Economics), M.B.A. Harvard Business School .
- Public company board experience (FULC) .
- Governance: Service on BCAX Compensation Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options Outstanding (as of 12/31/2024) |
|---|---|---|---|
| Kate Haviland | 46,059 | <1% | 75,809 |
- Insider policy prohibits hedging/derivative transactions and pledging for directors; promotes alignment and reduces risk of forced sales .
- Director options: outstanding count above; vesting schedules per policy; acceleration upon sale of Company .
Governance Assessment
- Board effectiveness: Independent director with deep operating experience; active on Compensation Committee, which met three times in 2024, supporting oversight of pay and talent strategy .
- Independence & attendance: Determined independent; ≥75% attendance threshold met, supporting engagement quality .
- Compensation alignment: Director pay is modest cash retainer plus time-vested options; no performance metrics, but equity aligns interests with shareholders; grant acceleration on sale-event is standard but worth monitoring for change-in-control optics .
- Ownership alignment: Direct beneficial ownership and significant outstanding options; company prohibits hedging/pledging, enhancing alignment and risk controls .
- Potential conflicts: No related-party transactions disclosed involving Haviland; external CEO role at BPMC increases time demands but no disclosed conflicts with BCAX; board affirms independence .
- Compensation governance: Use of independent consultant (Pearl Meyer) to benchmark programs; committee chartered responsibilities cover CEO/President compensation, advisor independence, director pay policy—positive governance signals .
RED FLAGS: None disclosed specific to Haviland. Company-wide policies prohibit hedging/pledging; no related-party transactions or low attendance issues attributed to Haviland in 2024 .