Kelly Blackburn
About Kelly Blackburn
Kelly Blackburn, M.H.A., is Executive Vice President, Clinical Development at CervoMed (since April 16, 2025; previously SVP, Clinical Development from August 2023 to April 2025). She is 61, holds a B.S. in biochemistry (University of New Hampshire), an M.H.A. (Quinnipiac College), and an M.Ed. (Cambridge College), and has led major clinical programs at Vertex (Incivek, Kalydeco) and Millennium (Velcade approval) before senior roles at aTyr Pharma and EIP/CervoMed . Performance metrics like TSR, revenue growth, or EBITDA growth tied to her role are not disclosed in the company’s proxy or 8-K filings.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CervoMed | EVP, Clinical Development | Apr 2025–present | Leads clinical development as an executive officer |
| CervoMed | SVP, Clinical Development | Aug 2023–Apr 2025 | Oversaw CRVO clinical development post-merger |
| EIP | SVP, Clinical Development | May 2018–Aug 2023 | Led portfolio clinical development prior to merger into CervoMed |
| aTyr Pharma (LIFE) | VP, Clinical Affairs | Jul 2013–Jul 2016 | Advanced clinical programs at aTyr |
| Vertex Pharmaceuticals (VRTX) | VP, Clinical Development Operations | Sep 2006–Sep 2012 | Oversaw programs for Incivek and Kalydeco |
| Millennium Pharmaceuticals | Director, Clinical and Safety Operations | Sep 2002–Aug 2006 | Responsible for VELCADE program; approved during her tenure |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Agios Pharmaceuticals; Promedior; aTyr Pharma | Clinical development consultant | Sep 2012–Jul 2013 | Advised multiple companies on clinical development |
Fixed Compensation
| Year/Agreement | Base salary ($) | Target bonus (%) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2025 (EVP agreement) | 448,360 | 35% | — | Amended & Restated Employment Agreement effective Apr 16, 2025 |
| 2024 (SVP agreement) | 316,549.78 | 35% | — | Employment agreement effective Feb 1, 2024 |
| 2023 | 305,846 | 30% | 99,094 | 2023 compensation as NEO |
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Committee considers clinical trial progress, BD activities, public filings status, capital raising, stock price performance | Not disclosed | Not disclosed | 2023 cash bonus: $99,094 | Annual cash bonus; discretionary based on goals |
| Stock options (LTI) | Time-based service vesting | 100% time-based | Not disclosed | 2023 option grant FV: $60,800 | 2015 Plan grants: monthly over 36 months; 2018 Plan: 25% at 1-year, then monthly over 36 months |
No PSUs/RSUs or formulaic bonus weightings/targets specific to Ms. Blackburn are disclosed; equity awards to NEOs are primarily service-vesting options .
Equity Ownership & Alignment
| Item | Amount | As-of |
|---|---|---|
| Shares owned directly | 13,674 | 2024 proxy record date |
| Options exercisable within 60 days | 31,367 | 2024 proxy record date |
Outstanding stock options (12/31/2023)
| Grant (by strike/expiry) | Exercisable | Unexercisable | Exercise price ($/sh) | Expiration |
|---|---|---|---|---|
| 2018 Plan option | 8,287 | 0 | 19.81 | 5/28/2028 |
| 2018 Plan option | 5,524 | 0 | 27.72 | 3/3/2029 |
| 2018 Plan option | 4,604 | 0 | 26.07 | 12/16/2029 |
| 2015/2021 grant | 4,747 | 2,159 | 34.84 | 3/12/2031 |
| 2015 Plan option | 1,777 | 14,223 | 5.33 | 9/15/2033 |
- Vesting schedules: 2015 Plan options vest in equal monthly installments over 36 months; 2018 Plan options vest 25% at one-year anniversary, then monthly over 36 months, subject to continued service .
- Stock pledging/hedging and executive ownership guidelines are not disclosed in the cited filings.
Employment Terms
| Term | Detail |
|---|---|
| Current role and agreement | EVP, Clinical Development; Amended & Restated Employment Agreement effective Apr 16, 2025; indefinite term |
| Base salary and target bonus | Base salary $448,360; target bonus 35% of base salary |
| Restrictive covenants | Non-compete during employment and 12 months post-termination; non-solicit during employment and 24 months post-termination; confidentiality and non-disparagement apply during employment and thereafter |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: unpaid prior-year bonus (if any), pro‑rata current-year bonus, 9 months base salary continuation, and 12 months COBRA reimbursement |
| Severance (CIC double-trigger) | If termination without cause or for good reason within 60 days before or 24 months after a change of control: 1.5x (base salary + higher of target bonus or prior-year bonus), 18x monthly COBRA premium, full vesting of equity (performance awards at least target); options/SARs remain exercisable for 24 months (not beyond expiry) |
| Equity treatment under plan | For options under the 2015 Equity Plan, upon completion of a change of control, options become immediately vested and remain exercisable through expiration; Committee may alternatively cash out options |
| Time commitment (SVP agreement) | Required to devote no less than approximately 80% of business time to the Company (SVP agreement dated Feb 1, 2024) |
Compensation Structure Analysis
- Year-over-year mix: Ms. Blackburn’s pay includes a larger fixed base salary in 2025 ($448,360) reflecting her promotion to EVP, with continued 35% bonus target; 2023 compensation included a meaningful cash bonus and a smaller time-based option grant, indicating modest at-risk equity leverage at the NEO level .
- Incentive design: Annual bonuses are discretionarily determined against qualitative/operational milestones (clinical, BD, filings, capital, stock performance); absence of disclosed PSUs suggests lower direct pay-for-performance linkage vs. companies using outcome-based equity .
- Change-of-control protection: Double-trigger economics at 1.5x salary+bonus with full equity acceleration balances retention and shareholder alignment; separate plan-level option acceleration upon completion of a change of control could further accelerate vesting of options .
Investment Implications
- Alignment and retention: Direct ownership (13,674 shares) plus near-term exercisables (31,367 options) provide tangible skin-in-the-game; promotion to EVP with updated agreement and enforceable non‑compete/non‑solicit reduces near-term retention risk .
- Performance linkage: Incentives rely on committee judgment across clinical and financing milestones rather than formulaic metrics/PSUs; this can be flexible for a clinical-stage biotech but may dilute transparency of pay-for-performance alignment for investors .
- Potential selling pressure: As of 12/31/2023, 16,382 options were unvested (2,159 at $34.84; 14,223 at $5.33); monthly vesting over 36 months could create incremental supply as tranches vest, subject to trading policies and personal decisions .
- Transaction scenarios: Double‑trigger severance with full equity acceleration and plan-level option acceleration on change of control imply meaningful upside in a sale, aligning incentives with strategic optionality typical for development-stage firms .