Kathleen LaPorte

About Kathleen LaPorte

Kathleen LaPorte, age 63, has served on Bolt Biotherapeutics’ Board since December 2020. She is the Audit Committee Chair and an SEC-designated “audit committee financial expert.” Her background includes a B.S. in Biology from Yale and an MBA from Stanford GSB, with extensive biotech investing and operating roles, underpinning her financial oversight credentials .

Past Roles

External Roles

Board Governance

• Committee assignments (as of May 1, 2025): Audit Committee Chair; Compensation Committee Member. Audit Committee members: LaPorte (Chair), Brian O’Callaghan, Laura Berner. Compensation Committee members: Brian O’Callaghan (Chair), LaPorte .
• Independence: Board affirmatively determined LaPorte is independent under Nasdaq standards; Audit and Compensation Committees comprise independent directors. The Board’s independent, non-executive Chair is Brian O’Callaghan (appointed May 2024) .
• Attendance: In 2024, the Board met seven times; all directors except Mr. Lee attended ≥75% of Board and committee meetings during their service, implying LaPorte met the attendance threshold. Five directors attended the 2024 annual meeting (virtual) .
• Audit effectiveness: Audit Committee oversees financial reporting, internal controls, auditor independence; reviews related-person transactions; received PCAOB-required independence communications and recommended inclusion of audited financials in the 2024 10-K. Appointed PwC for FY2025, subject to shareholder ratification .
• Governance processes: Nominating & Corporate Governance Committee oversees refreshment, independence assessments, and board evaluations (LaPorte is not a member) .

Fixed Compensation

• Policy (Cash retainers):
  • Annual Board retainer: $35,000; Audit Chair: $15,000; Audit Member: $7,500; Compensation Chair: $10,000; Compensation Member: $5,000; Nominating Chair: $8,000; Nominating Member: $4,000. Chair of the Board receives $65,000 in lieu of the $35,000 director retainer .
• 2024 Actual (Director Compensation Table):
  • LaPorte earned $52,500 in cash fees (reflecting role/membership and timing) .

Performance Compensation

• 2024 annual equity grant to continuing directors: Stock option for 22,000 shares at $0.7682 exercise price; ASC 718 grant-date fair value shown as $13,402 for LaPorte; vesting occurs on the one-year anniversary or immediately prior to next annual meeting .
• Standard director equity policy:
  • New director initial option: 50,000 shares, vest monthly over 36 months; prorated annual grant based on time to next annual meeting; annual option of 22,000 shares to continuing directors; 10-year term; exercise price equals Nasdaq closing price on grant date; immediate vesting acceleration upon change-in-control if service continues through the date of change-in-control .
• Performance metrics: None disclosed for director compensation; options are service-vested, not tied to revenue/EBITDA/TSR/ESG metrics .

Other Directorships & Interlocks

No related-person transactions are disclosed involving LaPorte; related-party disclosures in the proxy pertain to Stanford University and former director Dr. Engleman’s co-inventor status (royalties via Stanford policies; none paid to date) .

Expertise & Qualifications

• Audit Committee Financial Expert (SEC definition) and Audit Chair; Board affirmed capability to read and understand financial statements .
• Education: B.S. Biology (Yale); MBA (Stanford GSB) .
• Industry/functional expertise: Biotech/biopharma investing and operations (Sprout Group GP; New Leaf Ventures MD; CBO/CEO roles) .

Equity Ownership

• Insider trading policy: Hedging and short positions prohibited; amended Rule 10b5-1 guidelines adopted April 4, 2023 with cooling-off and no overlapping plans; sell-to-cover permitted subject to SEC limits .
• Pledging: No pledging disclosure in the proxy; not indicated for LaPorte .

Fixed vs Equity Mix (2024)

Board Governance Signals

• Independence and oversight strength: LaPorte chairs the Audit Committee; designated financial expert; committee reviews related-person transactions; recommended inclusion of audited financials in 10-K; auditor independence and selection overseen (PwC FY2025) .
• Engagement: Met ≥75% meeting attendance in 2024; Audit, Compensation committee duties active; Board met seven times (Audit 4; Compensation 3; Nominating 1) .
• Alignment: Modest beneficial ownership (<1%) with significant vested options; director equity awards are service-based with 10-year terms; hedging prohibited .

Governance Assessment

• Positives

  • Strong financial oversight: Audit Chair and SEC “financial expert” designation; active audit committee processes and auditor oversight .
  • Independence: Affirmatively determined independent; committees composed of independent directors; separated Chair/CEO roles enhances oversight .
  • Engagement: Meets attendance thresholds; serves on two key committees (Audit and Compensation) .
  • Transparent director pay policy: Clear cash retainers and standardized equity grants with stated vesting and change-in-control terms .
  • Trading safeguards: Hedging prohibited; 10b5-1 guidelines updated for SEC-compliant plans .

• Watch items

  • Change-in-control acceleration for director equity can misalign incentives around control transactions; monitor board deliberations in M&A contexts for robust independence processes .
  • Beneficial ownership remains <1%; while common for small-cap biotech boards, continued tracking of ownership guideline disclosures would improve alignment transparency (no director ownership guidelines disclosed in the proxy) .

• Conflicts/related-party exposure

  • No Item 404 related-person transactions involving LaPorte disclosed; related-party details pertain to Stanford and a former director; none suggest conflicts for LaPorte .