Tim Kelly
About Tim Kelly
Tim Kelly is Caribou Biosciences’ Chief Technology Officer, serving since January 2024. He previously led AAV manufacturing and platform operations at Oxford Biomedica Solutions (CEO & Board Chair, Mar 2022–Jul 2023) and Homology Medicines (COO, May 2017–Mar 2022), with earlier roles at Biogen, UCB, Shire, and Sarepta. He holds a B.S. (engineering mechanics) from the U.S. Air Force Academy and an M.S./M.B.A. from Troy State University . As an Emerging Growth Company, Caribou does not conduct say‑on‑pay votes; specific TSR or financial performance metrics tied to Kelly’s pay are not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oxford Biomedica Solutions | Chief Executive Officer & Board Chair | Mar 2022–Jul 2023 | Led AAV product development and manufacturing services spin‑out operations |
| Homology Medicines | Chief Operating Officer | May 2017–Mar 2022 | Led operations, process/platform development, and manufacturing strategy for gene therapy/editing |
| Biogen | Various positions | 1998–2004 | Progressive operating roles in biopharma |
| UCB Pharmaceuticals | Various positions | 2005–2009 | Progressive operating roles |
| Shire Pharmaceuticals | Various positions | Jun 2009–Jan 2017 | Progressive operating roles |
| Sarepta | Position (unspecified) | Jan–May 2017 | Short‑term operating role |
External Roles
- None disclosed .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $475,000 |
| Target Bonus (% of Base) | 40% |
| Actual Annual Bonus ($) | $166,250 (87.5% of target) |
| Sign‑On Bonus ($) | $75,000 (paid Jan 2024; repayable if departure for cause or voluntary within 1 year) |
| All Other Compensation ($) | $13,800 (401(k) match) |
| Total Compensation ($) | $1,913,370 |
Notes: Bonuses for FY 2024 were paid in March 2025 based on defined company strategic goals; the proxy does not disclose specific performance metrics or weightings .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2024) | Company strategic goals (unspecified) | Not disclosed | 40% of base salary | 87.5% of target | $166,250 | Paid Mar 2025 |
| Stock Options (New‑hire grant) | Time‑based service vesting | N/A | 300,000 options @ $5.74 strike | N/A | Grant date FV in Option Awards ($1,183,320) | 25% cliff at 1‑year from 1/1/2024; remainder monthly over next 3 years |
No RSUs/PSUs were granted to Kelly in 2024; RSUs/PSUs described elsewhere in the proxy pertain to other executives .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 106,250 shares subject to options exercisable within 60 days; <1% of outstanding |
| Shares Outstanding Reference | 93,004,602 (ownership table basis) |
| Outstanding Options (as of Dec 31, 2024) | 300,000 unexercisable; strike $5.74; expiration 01/07/2034; vesting commenced 01/01/2024 |
| Vested vs Unvested (timing context) | As of 12/31/2024: none exercisable due to 1‑year cliff; by Apr 2025, 106,250 within 60 days of exercisability per SEC beneficial ownership rules |
| RSUs/PSUs | None reported for Kelly in 2024 |
| Hedging/Pledging | Company policy prohibits hedging, margin trading, and pledging of company stock |
| Ownership Guidelines | Compensation committee may determine guidelines “if any”; specific multiples not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | CTO; Officer employment agreement effective Jan 1, 2024 |
| Base Salary & Target Bonus | Base $475,000; Target bonus 40% of base (subject to review) |
| Standard Severance (No COC) | If terminated without cause or resigns for good reason: 9 months base salary + up to 9 months healthcare continuation (COBRA cap), paid in installments, subject to release and covenants |
| Change‑in‑Control (CIC/409A CIC) | Double‑trigger: termination without cause or for good reason within 12 months after, or 3 months before, a 409A CIC → 12 months base + 12 months benefits + 1.0x target bonus; 100% acceleration of then‑unvested stock options and time‑based RSUs; timing rules per 409A |
| Equity Plan CIC Treatment | Under 2021 Plan, awards may accelerate if not assumed; if assumed, administrator may provide acceleration upon qualifying post‑CIC termination |
| Clawback | Mandatory recoupment policy for incentive‑based compensation upon accounting restatement (SEC Rule 10D‑1/Nasdaq compliant) |
| Tax Gross‑Ups | None (company does not provide tax gross‑ups) |
Compensation Structure Analysis
- Cash vs equity mix: In 2024, Kelly’s compensation was tilted to equity via option awards ($1.18M grant‑date FV) vs cash ($475k salary; $166k annual bonus; $75k sign‑on), indicating performance‑linked alignment through stock price appreciation .
- Incentive rigor: Annual bonus paid at 87.5% of target, based on company strategic goals; specific metric targets and weightings are not disclosed, limiting pay‑for‑performance visibility .
- Equity risk profile: New‑hire options with 1‑year cliff and 4‑year total vest period create retention hooks; anti‑pledging policy reduces misalignment risk from collateralized shares .
- No repricing/modification disclosed: No option repricing or underwater award modifications indicated in the proxy .
Governance, Committees, and Peer Benchmarking
- Compensation committee oversees executive pay, severance arrangements, ownership guidelines, clawback policies, and has engaged Pay Governance as independent consultant .
- As an Emerging Growth Company and Smaller Reporting Company, Caribou provides scaled compensation disclosure and does not conduct say‑on‑pay votes .
Investment Implications
- Alignment: Kelly’s pay is equity‑heavy via options with a $5.74 strike and long vesting, tightly linking value to share appreciation and supporting retention via a 1‑year cliff and monthly vest thereafter .
- Potential selling pressure: Beneficial ownership indicates 106,250 options exercisable within 60 days of April 15, 2025 (<1% ownership), introducing potential exercise/sale activity post‑vesting; however, anti‑pledging/hedging policies mitigate forced selling risks .
- Retention and CIC economics: Nine‑month severance without CIC and double‑trigger CIC benefits (12 months cash/benefits + 1.0x target bonus + full time‑based equity acceleration) balance retention and acquisition flexibility; no tax gross‑ups is governance‑friendly .
- Disclosure gaps: Lack of detailed bonus performance metrics, ownership guideline multiples, and PSU participation for Kelly limits granular pay‑for‑performance assessment; monitor future proxies for metric transparency .