Kelly Schick

About Kelly Schick

Chief People Officer at C4 Therapeutics (C4T) with 20+ years of biopharma HR leadership. She has served as Chief People Officer since January 2021 and is listed as an executive officer “since 2022”; she was 44 as of April 29, 2024 and 45 as of April 22, 2025 . Education: B.A. in psychology (Boston University); M.A. in human resources and labor relations (University of Minnesota) . Company performance context for incentive alignment: the OLCC assessed 2023 corporate objectives at 95% achievement and 2024 corporate objectives at 110% achievement, driving NEO bonus outcomes; Say‑on‑Pay received >74% support in 2024 and governance updates added a prohibition on future option repricing without shareholder approval .

Past Roles

Fixed Compensation

• Not individually disclosed for Schick in C4T’s proxy statements; NEO base salaries are disclosed separately and determined via OLCC market benchmarking and performance processes .

Performance Compensation

• Company annual incentive framework (applies to NEOs; Schick’s specific target and payout not disclosed):
  • 2023: corporate objectives and weighting: 50% “advance 3 clinical programs,” 30% “advance pre‑development pipeline & platform,” 20% “evolve organization”; achievement assessed at 95% (NEO payouts scaled accordingly) .
  • 2024: corporate objectives and weighting: 55% “advance/accelerate clinical programs,” 30% “advance pipeline & partnered pipeline,” 15% “operationalize new structure”; achievement assessed at 110% (NEO payouts scaled accordingly) .

• Long-term incentives (design features relevant to executive officers):
  • Time-based RSUs vest in 4 equal annual installments; annual grants used for retention/alignment .
  • Stock options vest in 16 equal quarterly installments over 4 years; 2023 special retention options (issued to all executive officers other than Reyno and Adams) vest 100% on the 2‑year anniversary of 9/18/2023 (i.e., 9/18/2025) .
  • 2024 management option repricing: senior leadership team (including Schick) had underwater options repriced to $19.00 (IPO price) with a 3/7/2025 retention period during which departure for cause/resignation or exercising would revert exercise price to original; CEO and directors excluded .

Equity Ownership & Alignment

• Beneficial ownership disclosure: individual holdings for Schick are not itemized in 2024–2025 proxy tables; a 2024 footnote aggregates a subset of executive officers (including Schick). Policies prohibit hedging and pledging; a clawback policy covers erroneously paid compensation upon material restatement .

Notes:

• The 2024 subset footnote aggregates holdings across four executive officers and does not allocate to individuals; Schick’s specific share/option counts are not separately disclosed .

Employment Terms

• Individual employment agreement terms for Schick are not separately disclosed in the proxies. For context on company practice, NEO agreements (other than CEO) provide:
  • Termination without cause/good reason (non‑CIC): 12 months’ base salary paid over 12 months; OLCC discretion to include pro‑rated target bonus; up to 12 months COBRA subsidy at active employee rates (subject to election) .
  • Double‑trigger Change‑in‑Control (within 12 months): lump sum 1x base salary + 1x target bonus; up to 12 months COBRA subsidy; full equity acceleration with performance awards vesting at greater of target or actual performance; 280G best‑net cutback (no tax gross‑up) .
  • Governance principle explicitly states no single‑trigger CIC benefits or excise tax gross‑ups .

Risk Indicators and Red Flags

• Option repricing (March 2024): Repricing of underwater options (including Schick) is a potential governance red flag; however, the company amended the plan in October 2024 to prohibit any future repricing absent prior shareholder approval, partially mitigating this concern .
• Section 16 compliance: Company disclosed certain technically late Form 4 amendments in 2022, including one for Kelly Schick related to tax-withhold sales on performance RSU vesting; management indicated filings were otherwise timely .

Additional Context on Company Performance Drivers (for incentive alignment)

• 2023 achievements supporting 95% bonus funding: progress on CFT7455 (MM/NHL), advancement of CFT1946, CFT8919 collaboration/regulatory milestones, Merck DAC collaboration, and strategic prioritization/cash runway extension .
• 2024 achievements supporting 110% bonus funding: clinical execution across three programs, partnered milestones/collaborations (Biogen, MKDG), $25M Betta investment, runway extension via restructuring, and governance enhancements .

Employment Timeline Snapshot

Investment Implications

• Retention and selling pressure: The 9/18/2023 special retention options cliff‑vesting on 9/18/2025 (applied to all executive officers except two) and the 3/7/2024 repricing retention window through 3/7/2025 create known equity liquidity windows; monitor for post‑vesting sales and 10b5‑1 plan activity around these dates .
• Alignment: Prohibitions on hedging/pledging and the presence of a clawback policy support alignment; Say‑on‑Pay at >74% and the move to require shareholder approval for any future repricing indicate improving governance responsiveness .
• Disclosure gap: Lack of individual pay, targets, and ownership detail for Schick limits precise pay‑for‑performance and skin‑in‑the‑game analysis; however, company‑level incentive design ties payouts solely to corporate milestones, which were evaluated at 95% (2023) and 110% (2024), suggesting a clear link to operational drivers .
• Change‑in‑control risk economics: While Schick’s individual agreement isn’t disclosed, C4T’s standard NEO terms are shareholder‑friendly (double trigger, no gross‑ups, 1x multiple for non‑CEO) and imply moderate CIC cost if similar terms apply; avoid assuming parity without a filing specific to Schick .