Brett Kaplan
About Brett Kaplan
Brett Kaplan, M.D., is Chief Operating Officer, Treasurer and Secretary of Climb Bio, appointed effective August 26, 2024; he also served as principal financial officer from his appointment until the company designated new PFOs in June and October 2025 as described below . He is 51 years old as of April 25, 2025, and holds an M.B.B.Ch. and an M.B.A. from the University of Witwatersrand . Prior roles include President, Chief Financial and Corporate Development Officer at Chroma Medicine (2021–2024), CFO at Prevail Therapeutics (2018–2021; acquired by Eli Lilly), Managing Director at Evercore (2010–2018), and Equity Research Analyst at Cowen (2007–2010), indicating a blend of operating, corporate finance, and capital markets expertise . Performance metrics such as TSR, revenue growth, and EBITDA growth tied to his tenure are not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chroma Medicine, Inc. | President, Chief Financial and Corporate Development Officer | Jun 2021 – Aug 2024 | Senior executive across finance and BD at a private biotech |
| Prevail Therapeutics Inc. | Chief Financial Officer | Nov 2018 – Mar 2021 | CFO at a clinical-stage gene therapy firm acquired by Eli Lilly |
| Evercore Partners | Investment Banking, Managing Director (most recent) | Aug 2010 – Nov 2018 | Led banking engagements; capital markets and M&A exposure |
| Cowen and Company LLC | Equity Research Analyst | Feb 2007 – Jul 2010 | Sell-side coverage, analytics foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Myeloid Therapeutics, Inc. (private) | Director | Since Jun 2022 | External network and immunology exposure |
| Compass Therapeutics, Inc. | Director | Sep 2020 – Feb 2022 | Public biotech board experience |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base salary earned ($) | 176,282 | — |
| Base salary (annualized rate) ($) | 500,000 | 515,000 (effective Jan 1, 2025) |
| Target bonus (% of base) | 45% | 45% |
| Actual bonus paid ($) | 79,327 (pro-rated) | — |
Performance Compensation
- The company awards annual cash bonuses based on board assessment of corporate goals; specific metrics/weightings were not disclosed for 2024 .
Annual Cash Bonus
| Element | 2024 |
|---|---|
| Metric(s) | Corporate goals (not itemized) |
| Weighting | Not disclosed |
| Target | 45% of 2024 base salary earned (pro-rated) |
| Actual payout | $79,327 |
| Vesting | N/A (cash) |
Equity Awards (New-Hire Grants in 2024)
| Award Type | Grant Date | Shares/Units | Exercise Price | Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Option | Aug 26, 2024 | 465,000 | 5.95 | 2,272,734 | 25% at 1st anniversary; then monthly over 36 months, service-based | 08/25/2034 |
| RSUs | Aug 26, 2024 | 77,500 | — | 461,125 | 25% annually on each of the first four anniversaries, service-based | — |
Notes
- Equity plan uses FMV strike on grant date; options are service-based; full acceleration for time-based awards on double-trigger in change-of-control scenarios per offer letter .
Equity Ownership & Alignment
| Ownership Item (as of stated date) | Amount |
|---|---|
| Beneficial ownership (Mar 31, 2025) | — shares; less than 1% of outstanding |
| Shares outstanding denominator (Mar 31, 2025) | 67,575,767 |
| Options exercisable (Dec 31, 2024) | 0 |
| Options unexercisable (Dec 31, 2024) | 465,000 |
| RSUs unvested (Dec 31, 2024) | 77,500 |
| Market value of RSUs at 12/31/24 close | $139,500 |
Policy alignment:
- No formal executive stock ownership guidelines; company relies on time-based equity for alignment/retention .
- Insider Trading Policy prohibits short sales, options and derivatives on company stock, and other hedging transactions; policy filed as an exhibit to the 10-K .
- Clawback policy (Rule 10D-1 compliant) effective October 2, 2023, applies to current and former executive officers, regardless of fault, upon a restatement .
- Pledging policy: no explicit pledge prohibition disclosed in the cited sections .
Vesting cadence and potential selling pressure:
- Options: 25% cliff on Aug 26, 2025; remaining 36 months monthly thereafter, service-based .
- RSUs: 25% per year on Aug 26 of each year over four years, service-based .
Employment Terms
| Provision | Base Case (non-CoC) | Change in Control (double-trigger) |
|---|---|---|
| Cash severance | 9 months base salary; plus any unpaid prior-year annual bonus, lump sum | 12 months base salary; target annual bonus for year of termination; any unpaid prior-year annual bonus, lump sum |
| COBRA | Up to 9 months of employer-paid COBRA | Up to 12 months of employer-paid COBRA |
| Equity vesting | Acceleration of time-based awards scheduled to vest in the 6 months following termination | Full acceleration of all time-based awards |
| Trigger window | Termination without cause / resignation for good reason outside CoC window | Termination without cause / resignation for good reason during 3 months prior to, as of, or within 12 months post-CoC (double-trigger) |
Other terms and governance context:
- Base salary increased to $515,000 effective Jan 1, 2025; target bonus remains 45% of base .
- Role evolution: Served as principal financial officer from Aug 2024; company appointed a new principal financial officer and principal accounting officer effective June 17, 2025, and later a CFO effective Oct 1, 2025, narrowing Kaplan’s finance-designated responsibilities going forward .
- Compensation committee engages Aon Radford as independent consultant; committee oversees clawback policy and uses market/comparables and corporate goal achievement in setting pay .
Performance & Track Record
- Operating, finance, and capital markets experience: executive roles at Chroma (President/CFO/CDO) and Prevail (CFO), with Prevail noted as acquired by Eli Lilly; prior Evercore MD and Cowen equity research analyst roles .
- No TSR/revenue/EBITDA performance attribution to Kaplan’s tenure was disclosed in the proxy; annual bonus determinations are based on the board’s assessment of corporate goal achievement without published metric weightings .
Governance and Section 16 Compliance Notes
- The company states Section 16(a) compliance for 2024 by directors/executive officers and >10% holders, except for two untimely reports by other executives; no delinquency noted for Kaplan in that disclosure .
Investment Implications
- Pay mix and alignment: Kaplan’s 2024 compensation was heavily equity-based (option grant fair value $2.27M; RSUs $0.46M) alongside a pro-rated cash bonus ($79k), indicating high at-risk, service-based equity alignment but with no formal stock ownership guideline; beneficial ownership was zero as of March 31, 2025, with alignment primarily via unvested awards .
- Retention and overhang: Key retention milestone is the one-year cliff on Aug 26, 2025, when 25% of his new-hire option and RSU awards vest, followed by monthly option vesting; this pattern can create periodic liquidity windows and potential insider selling pressure as shares vest, subject to trading windows and plans .
- Change-in-control economics: Double-trigger structure (12 months salary + target bonus + unpaid prior-year bonus; 12 months COBRA; full acceleration of time-based equity) provides protection yet ties value realization to both transaction and qualifying termination; outside a CoC, severance is 9 months with partial (6 months) time-based acceleration, which supports retention while limiting windfalls .
- Risk controls: Anti-hedging policy and adoption of a clawback under Rule 10D-1 strengthen governance; absence of explicit pledging prohibition and no executive ownership guideline may be viewed as weaker alignment practices by some investors .
- Organizational transition: Appointment of a new PFO (June 2025) and CFO (Oct 2025) suggests maturation of the finance function; Kaplan’s role centers on operations/secretarial/treasury going forward, reducing finance key-person risk concentration but potentially lowering his influence over financial policy levers .
Appendices
Executive Snapshot (from Proxy)
- Name/age/role as of April 25, 2025: Brett Kaplan, M.D., 51, Chief Operating Officer, Treasurer and Secretary; principal financial officer since August 2024 (superseded by later appointments) .
- Education: M.B.B.Ch. and M.B.A., University of Witwatersrand .
- 2024 compensation (selected): Salary $176,282; Option awards $2,272,734; RSUs $461,125; Bonus $79,327 .
- 2024 grants and vesting: Option 465,000 @ $5.95 (25% cliff at 1 year, then monthly); 77,500 RSUs (25% annually for 4 years) .
- Beneficial ownership: — shares (<1%) as of March 31, 2025; company had 67,575,767 shares outstanding .