Kathleen LaPorte
About Kathleen LaPorte
Kathleen LaPorte, 63, is an independent Class II director of CERo Therapeutics, serving since February 2024 with her term expiring at the 2026 annual meeting; she holds a B.S. in Biology from Yale and an M.B.A. from Stanford GSB . The board determined she is independent under Nasdaq and Rule 10A‑3; she chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee . She has extensive life sciences leadership experience and has served on eighteen public company boards and sixteen public company audit committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Leaf Ventures | Co‑founder | — | — |
| The Sprout Group | General Partner | — | — |
| Nodality Inc. | Chief Business Officer; Chief Executive Officer | — | — |
| California Institute for Regenerative Medicine (state agency) | Board member | — | — |
External Roles
| Company | Ticker | Role | Committee Chairs |
|---|---|---|---|
| Bolt Biotherapeutics | BOLT | Independent Director | Audit Committee Chair |
| Precipio Diagnostics | PRPO | Independent Director | Audit Committee Chair |
| 89Bio | ENTB | Independent Director | Compensation Committee Chair |
| Q32 Bio Inc. | QTTB | Independent Director | Audit Committee Chair |
| Elysium Therapeutics | — | Independent Director | — |
Board Governance
- Independence: The board determined Ms. LaPorte is independent; she serves alongside other independent directors (Byrnes, Rolfe, Patel) .
- Committees: Compensation Committee chair; member of Nominating & Corporate Governance Committee .
- Attendance: In 2024, the board met 16 times; Audit met 4; Compensation met 6; Nominating & Governance did not meet; each director attended at least 75% of meetings for which they served .
- Board structure: Staggered three‑class board; Ms. LaPorte is Class II with term ending at the 2026 annual meeting; removal only for cause with ≥ two‑thirds vote .
- Leadership: CEO also serves as Chair; independent vice chairman presides over executive sessions; committees have authority to retain independent advisors .
- Risk oversight: Full board and committees oversee operational, financial, legal, IT/cyber, and compensation risk .
Fixed Compensation
| Item | FY 2024 | Q1 2025 |
|---|---|---|
| Annual cash retainer approved for non‑employee directors | $30,000 per annum (paid quarterly) | — |
| Fees earned/paid in cash – Kathleen LaPorte | $26,250 | — |
| All other compensation – Kathleen LaPorte | — | — |
| Total – Kathleen LaPorte | $26,250 | — |
- Director compensation cap: Aggregate annual value to any non‑employee director limited to $1,000,000 (or $1,500,000 for first‑year appointments) including cash and grant‑date fair value of equity awards .
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Status/Events |
|---|---|---|---|---|---|
| Mar 25, 2024 | Stock options | 1,125 | $177.00, reduced to $10.00 effective Oct 1, 2024 | Vests quarterly over 3 years; 10‑year term | Repriced Oct 1, 2024 |
| Sep 30, 2024 | Performance stock options | 2,550 | — | 50% upon FDA acceptance of IND; 50% upon financing ≥ $1.5M; service requirement | 1,275 vested Dec 2, 2024; remaining 1,275 vested Feb 24, 2025 |
| Mar 4, 2025 | Stock options (annual grant) | Up to 35,845 | — | 50% time‑based at 12‑month anniversary; 50% performance‑based | Granted to each non‑executive director |
- Plan repricing authority: The Amended Plan permits the board, without stockholder approval but with consent of adversely affected participants, to reduce strike prices or cancel and substitute options/stock appreciation rights (actions treated as repricing under GAAP) .
- Compensation Committee remit: Oversees compensation, selects independent compensation consultants, and reviews employment/severance/change‑of‑control provisions, pay equity, and D&I initiatives .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None; aside from Mr. Ehrlich’s service on the Compensation Committee until his appointment as interim CEO (after which he ceased to be independent) |
| Shared directorships/conflicts | Not disclosed in proxy for Ms. LaPorte; no related‑party transactions reported specific to her in the provided sections |
Expertise & Qualifications
- Life sciences executive, founder, and investor; co‑founded New Leaf Ventures; leadership at Nodality; General Partner at Sprout Group .
- Extensive board exposure: 18 public company boards and 16 public company audit committees .
- Education: B.S. Yale (Biology); M.B.A. Stanford GSB .
- Current committee leadership across other issuers (audit chair at BOLT, PRPO, QTTB; compensation chair at ENTB), indicating strong financial oversight acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Breakdown |
|---|---|---|---|
| Kathleen LaPorte | 17,217 | <1% of 6,162,072 shares outstanding | 59 shares direct; 9,660 via Kathleen LaPorte Revocable Trust (trustee); 7,498 stock options exercisable within 60 days |
- Insider policies: No adoption/amendment/termination of 10b5‑1 or non‑10b5‑1 plans in Q4 2024; insider trading policy prohibits derivative transactions, short sales, and purchases of derivative securities; policy highlights risks of margin accounts/pledging but does not explicitly state a pledging prohibition in the excerpt .
Governance Assessment
- Board effectiveness: Ms. LaPorte brings deep audit/comp governance expertise and was selected for extensive leadership background; independence affirmed; attendance ≥75% in a high‑engagement year (16 board meetings) supports active oversight .
- Alignment signals: Director equity is option‑based with clear operational performance triggers (IND acceptance, financing), indicating pay‑for‑achievement orientation; annual grant structure includes performance‑based vesting .
- RED FLAGS:
- Repricing of director options: March 2024 awards’ strike reduced from $177.00 to $10.00 effective Oct 1, 2024; plan authorizes repricing without stockholder approval—shareholder‑unfriendly and a common governance concern .
- Multiple concurrent public boards: Active roles across several issuers (at least five currently) can raise time‑commitment/overboarding risk, though it signals strong governance reputation; investors should monitor meeting attendance and committee workload going forward .
- Additional governance notes: CEO‑Chair combination mitigated by independent vice chair and executive sessions; committees retain authority to engage independent advisors; Nominating & Governance did not meet in 2024—ensure proactive cadence in 2025+ .