Mary Kay Fenton
About Mary Kay Fenton
Mary Kay Fenton, 61, has served as Chief Financial Officer (CFO) of Cullinan Therapeutics (CGEM) since April 29, 2024. She previously held senior finance and operating roles at Talaris Therapeutics (Interim CEO/CFO), Vertex Cell & Genetic Therapies (VP Strategic Operations post‑Semma acquisition), Semma Therapeutics (CFO/COO), Achillion Pharmaceuticals (EVP/CFO), and PricewaterhouseCoopers; she holds an MBA in Finance (UConn) and an A.B. in Economics (College of the Holy Cross) . Cullinan is not yet a commercial‑stage company; 2024 net loss was $167.6 million, and the SEC “pay versus performance” TSR measure shows a $100 initial investment valued at $115.45 in 2024 vs $96.59 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact (factual) |
|---|---|---|---|
| Talaris Therapeutics | Interim CEO; CFO | 2021–2023 | Served as interim CEO and CFO at a recently merged clinical‑stage cell therapy company . |
| Vertex Cell & Genetic Therapies | VP, Strategic Operations | 2019–2021 | Joined Vertex upon completion of acquisition of Semma; post‑acquisition operations role . |
| Semma Therapeutics | CFO and COO | 2019 | CFO/COO; company was acquired by Vertex in Oct 2019 . |
| Achillion Pharmaceuticals | EVP & CFO; earlier EVP | 2000–2018 (CFO 2006–2018) | Long‑tenured public biotech finance leadership . |
| PricewaterhouseCoopers | Technology Industry Group roles | 1991–2000 | Senior Manager responsible for the life sciences practice in CT . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oncorus, Inc. (public biotech) | Director | 2019–2023 | Former public company board service . |
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Base salary (annual rate) | $495,000 (set on hire; prorated for 2024) . |
| Salary paid (2024) | $333,808 (partial year) . |
| Target bonus | 40% of base salary . |
| 2024 actual bonus | 52% of base salary, prorated for service period; paid $174,581 . |
| All other comp (2024) | $35,764, including $17,980 commuting/travel and $16,690 401(k) match . |
Performance Compensation
Annual cash bonus structure (2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Company + individual performance goals | Not disclosed | 40% of base salary | 52% of base salary (prorated) | $174,581 | Pre‑defined performance metrics referenced but not itemized in proxy . |
Equity awards and vesting
| Grant date | Award type | Shares | Exercise price | Vesting schedule | Expiration | Disclosure reference |
|---|---|---|---|---|---|---|
| 4/29/2024 | Stock option | 200,000 | $27.12 | 25% on 4/29/2025; remaining 75% in 36 equal monthly installments thereafter (time‑based) | 4/29/2034 | 2025 proxy narrative and 8‑K employment agreement; grant FV $3,598,260 . |
| 2/19/2025 | RSU | 60,000 | N/A | Vests annually over 4 years (time‑based) | N/A | Form 4 (filed 2/21/2025) . |
| 2/19/2025 | Stock option | 120,000 | $9.43 | 1/48 monthly over 4 years (time‑based) | 2/19/2035 | Form 4 (filed 2/21/2025) . |
| 4/29/2024 option – grant date FV | — | — | — | — | — | Aggregate grant date fair value $3,598,260 (ASC 718) . |
Vesting cadence implications:
- Near‑term events: 4/29/2025 25% cliff on 200,000 options (50,000 options), then monthly vesting; RSUs from 2/19/2026 to 2/19/2029 in annual installments (potential sell‑to‑cover tax events) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/1/2025) | 61,685 shares (all via options exercisable within 60 days); under 1% of outstanding . |
| Shares outstanding reference date | 58,698,919 shares outstanding as of 4/1/2025 . |
| Vested vs unvested snapshot | 12/31/2024: 200,000 options unexercisable (strike $27.12); no RSUs held then . 2/19/2025: granted 60,000 RSUs and 120,000 options (new unvested awards) . |
| Hedging/derivative transactions | Prohibited by insider trading policy (derivative transactions and economic equivalent of ownership) . |
| Pledging | The policy highlights risks of margin/pledging; explicit pledge prohibition not stated in disclosed excerpt . |
| 10b5‑1 plans | Permitted under policy; directors/officers may adopt Rule 10b5‑1 plans . |
| Ownership guidelines | Not disclosed in the proxies reviewed. |
Employment Terms
| Provision | Base case (no CIC) | Change‑in‑control (within 12 months; double‑trigger) |
|---|---|---|
| Severance cash | 9 months base salary | Lump sum 12 months base salary + 1.0x annual target bonus |
| Bonus treatment | Pro‑rated bonus for year of termination | Target bonus paid as part of CIC severance (or target in effect pre‑CIC if higher) |
| Health benefits | Up to 9 months COBRA employer‑equivalent contributions | Up to 12 months COBRA employer‑equivalent contributions |
| Equity acceleration | None specified outside CIC (standard forfeiture applies) | Full acceleration of unvested time‑based equity upon qualifying termination in CIC window |
| Triggers | Termination without cause or resignation for good reason | Same (double‑trigger within 12 months post‑CIC) |
| Non‑compete / non‑solicit | Company may require a 1‑year post‑employment non‑compete as a condition of severance; non‑solicit via standard restrictive covenants | Same |
| Employment at‑will | Yes | Yes |
| References | . |
Start date, location:
- Start date: April 29, 2024 .
- Primary work location: home office in Connecticut with periodic travel to Cambridge, MA HQ .
Performance & Track Record
| Indicator | Detail |
|---|---|
| Company TSR (SEC PVP table; value of $100) | $96.59 (2023) → $115.45 (2024) . |
| Net income (loss) | $(155.1)m (2023) → $(167.6)m (2024) . |
| Commercial status | Not a commercial‑stage company; revenue not a core performance measure used by the company . |
Note: Ms. Fenton signed periodic SEC reports and 8‑Ks as CFO in 2025, evidencing principal financial and accounting officer responsibilities .
Compensation Committee Analysis and Say‑on‑Pay
- Compensation Committee members: Anthony Rosenberg (Chair), David P. Ryan, M.D., Stephen Webster; the committee oversees executive compensation, equity plans, and the company’s clawback policy .
- Compensation consultant: Compensia (assists with program design and peer benchmarking) .
- 2025 say‑on‑pay advisory vote: For 46,956,042; Against 1,999,889; Abstain 14,675; Broker non‑votes 3,138,175 .
- Say‑on‑pay frequency: “Every 1 Year” received 48,458,610 votes; company will hold annual votes .
Insider Transactions (Form 4 highlights)
- 4/29/2024: Initial CFO inducement stock option grant (200,000 shares), 25% vest on 4/29/2025 then monthly; exercise price $27.12 .
- 2/19/2025: Annual equity—RSUs (60,000; 4‑year annual vesting) and options (120,000; 1/48 monthly vest), exercise price $9.43, expire 2/19/2035 .
No open‑market sales are reflected in these reported transactions; they document equity grants and vesting schedules .
Risk Indicators & Red Flags
- Hedging/derivative transactions prohibited by policy (reduces misalignment risk) .
- Pledging risk flagged in policy discussion; explicit prohibition not stated in excerpt (monitor for any pledge disclosures in future filings) .
- Clawback: Committee oversees a recoupment policy; specific triggers not disclosed in proxy .
- Golden parachute tax: Agreement includes 280G “better net” cutback (no gross‑up) .
- Section 16(a) compliance: 2025 proxy indicates all insiders met filing requirements in 2024 .
Investment Implications
- High at‑risk pay with multi‑year equity (options and RSUs) aligns incentives to share price over time; near‑term supply from RSU vesting each February (2/19) could create periodic sell‑to‑cover flow, while option vests are monthly and less lumpy .
- Retention protections are moderate: 9‑month severance outside CIC and 12‑month salary plus target bonus with full time‑based acceleration in CIC (double‑trigger), which is market‑typical and supports continuity through strategic events .
- Alignment/ownership: Beneficial ownership is modest (<1%); insider trading policy bans derivatives/hedging, with no disclosed pledging—favorable for alignment, though ownership guidelines are not disclosed .
- Performance context: 2024 TSR improvement and continued net losses reflect pre‑commercial biotech dynamics; CFO focus is capital allocation and runway versus revenue/EBITDA metrics, which are not current pay drivers per proxy .
Notes: All compensation values are per company disclosures. Where exact performance metrics/weightings were not disclosed, this is indicated.