Kelly Gold

About Kelly Gold

Kelly Gold (age 47) is Chief Financial Officer of CAMP4 Therapeutics, serving as CFO since April 2022; she previously served as Chief Business Officer (April 2021–March 2022) and held roles in Finance and Corporate Development at CAMP4 from 2017–2021. She earlier worked at Biogen as Associate Director, Strategic Corporate Finance (2014–2017) and at Deutsche Bank in healthcare investment banking (2009–2013). She holds bachelor’s degrees in Life Sciences and Mechanical Engineering from Queen’s University (Ontario) and an MBA from MIT Sloan . CAMP4 became public in October 2024 as an emerging growth company, so TSR disclosures are not yet required; pay-for-performance framing relies primarily on operating progress and milestones rather than published TSR targets .

Company financial context during her tenure (USD):

Values with * were retrieved from S&P Global and may not have document citations. Values retrieved from S&P Global.

Past Roles

External Roles

No external public-company directorships are listed in her company biography .

Fixed Compensation

All Other Compensation (selected 2024 items for context):

• 2024 included forgiveness of a $140,139 promissory note (principal+interest) related to early option exercise, a $101,480 cash payment to assist with taxes on that forgiveness (tax assistance), 401(k) contribution $10,350, commuting/housing $72,080, and professional memberships $9,650 .

Performance Compensation

Annual Cash Incentive

Specific performance metric weightings/targets were not disclosed; bonuses are based on a mix of corporate goals and individual performance assessments .

Equity Awards (Grants and Vesting)

Option award fair value included in 2024 SCT: $404,991 .

Equity Ownership & Alignment

Beneficial Ownership (as of March 31, 2025)

• Insider trading policy prohibits hedging and prohibits holding shares in margin accounts or pledging as collateral (subject to limited exceptions) .
• Clawback policy adopted: applies to incentive-based compensation for the three completed fiscal years prior to any required financial restatement; recoupment at committee discretion .

Outstanding Awards Detail (as of December 31, 2024)

Observations at 12/31/24 close price $5.22: $2.12 options were in-the-money; $5.50, $8.41, and $9.08 grants were out-of-the-money on that date .

Employment Terms

• Agreement type: Offer letter (June 16, 2017) governing CFO’s employment; includes participation in benefit plans and restrictive covenants .
• Restrictive covenants: Confidentiality and assignment; non-compete and non-solicit for 12 months post-termination .
• Change-in-control plan (CiC Plan): If terminated without Cause or resigns for Good Reason during the window starting 3 months prior to through 12 months after a Change in Control (double-trigger), Ms. Gold is eligible for:
  • Lump sum severance equal to 12 months of base salary;
  • COBRA premium contribution (company portion) up to 12 months;
  • Target annual cash incentive for the year of termination; and
  • Full acceleration of all time-based unvested equity awards (performance awards not discussed) .
• Non-CiC severance: Not specified for Ms. Gold in the proxy (CEO has a separate non-CiC severance arrangement) .
• Benefits: Company maintains a safe-harbor 401(k) plan with 3% non-elective contribution; broad-based health and welfare benefits .

Related Party Transactions and Governance Flags

• Loan forgiveness and tax assistance: The company forgave Ms. Gold’s secured promissory note related to early option exercise (principal and interest totaling $140,139) in June 2024 and paid a $101,480 cash amount in January 2025 to assist with taxes on that forgiveness. The shares (60,494) became deemed outstanding for accounting purposes upon forgiveness . The cash tax assistance functions like a tax gross-up, which some investors view as a governance red flag .
• Hedging/pledging: Prohibited under insider trading policy (mitigates misalignment risk) .
• Clawback: Adopted, aligned with SEC rules for restatements; applies to Section 16 officers including the CFO .
• Say-on-pay: As an EGC, the company is not required to conduct a say-on-pay vote yet .
• Compensation oversight: Compensation Committee (Holtzman, Higgins, Young; Holtzman chair) met three times in FY 2024; engaged independent consultant Alpine Rewards for benchmarking/peer group design and program review .

Compensation Summary (Named Executive Officer detail)

Compensation Structure Analysis

• Shift toward equity in 2024: Equity award value (options) rose to $404,991 in 2024 from no equity grants in 2023, increasing at-risk, long-term alignment .
• Increased bonus leverage: Target cash bonus increased to 40% of salary in 2024 from 30% in 2023, raising performance sensitivity, though specific metrics/weightings were not disclosed .
• Governance concern: 2024 “All Other Compensation” includes loan forgiveness and a cash payment to assist taxes (gross-up-like), which some shareholders view as unfavorable; however, clawback and anti-hedging/pledging policies mitigate risk elsewhere .
• Option-heavy mix: Awards vest monthly over four years, smoothing potential supply; many tranches were out-of-the-money at 12/31/24 except legacy $2.12 options, which limits immediate selling pressure from options alone .

Investment Implications

• Alignment and retention: Double-trigger CiC severance with full acceleration of time-based equity and a year of cash/benefits supports retention through strategic events; monthly vesting and out-of-the-money strikes reduce near-term selling supply, lowering insider-selling overhang risk .
• Pay-for-performance linkage: Higher 2024 bonus target (40%) and significant option grant increase performance leverage; absence of disclosed metric weightings reduces transparency versus larger-cap peers .
• Governance watch items: Loan forgiveness and tax assistance to the CFO are notable and could draw investor scrutiny; mitigants include formal clawback policy and strict hedging/pledging prohibitions .
• Operating backdrop: CAMP4 remains early-stage with minimal revenues and negative EBITDA; incentive structures emphasize milestone execution rather than financial metrics like TSR/EBITDA targets given EGC status and recent IPO timing .