Kathryn Gregory
About Kathryn Gregory
Kathryn Gregory (age 62) is a Class II independent director of Carmell Corporation; she joined the Board in 2021. She has 25+ years of executive leadership across biotech and pharma with deep experience in international business development, M&A, alliance management, marketing, strategic sourcing, and procurement. She holds an MBA from Pepperdine University and a BA from the University of California, Berkeley.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antengene Corporation | Vice President & Head of Global Business Development | Not disclosed | Hematology/oncology focus; global BD in APAC and worldwide |
| Aileron Therapeutics | Chief Business Officer | Not disclosed | Oncology; corporate strategy and business development leadership |
| KG BioPharma Consulting LLC | President | Not disclosed | Strategic advisory; BD and corporate strategy for small/mid biopharma |
| Seneb BioSciences | Co-Founder & CEO | Sold in 2017 | Built/led rare disease company; sale to mid-sized biotech |
| Purdue Pharma | Senior BD roles | Not disclosed | BD transactions for new therapeutic indications |
| Shire Pharmaceuticals | Senior BD roles | Not disclosed | BD for Neuroscience and Ophthalmology units |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Antengene Corporation | VP & Head of Global Business Development | Current executive role; no Board interlocks disclosed with CTCX |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class II; term expires at 2025 annual meeting |
| Independence | Determined independent under Nasdaq Listing Rule 5605(a)(2) |
| Attendance | ≥75% attendance at Board and committee meetings in FY2023 |
| Committee leadership | Chair, Compensation Committee (members: Kathryn Gregory, David Anderson, Patrick Sturgeon) |
| Compensation Committee activities | Oversees CEO/NEO pay, cash incentive plans, equity grants, non-employee director compensation, may retain compensation consultants, and administers the Clawback Policy |
| Audit/Nominating committees | She is not listed as a member; Audit chaired by David Anderson; Nominating & Corporate Governance chaired by Rich Upton |
| Board diversity | Board matrix: 1 female, 6 male; total directors 7 |
Fixed Compensation
| Metric (FY2023) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 25,000 |
| Option Awards | — (none in 2023) |
| Total | 25,000 |
- Non-employee director policy: annual cash retainer $50,000 paid quarterly; directors may elect to receive retainer in fully vested common stock in lieu of cash; one-time option grants intended to cover four years of board service; reasonable travel/out-of-pocket reimbursement.
Performance Compensation
| Element | Detail |
|---|---|
| Performance-linked director pay | Not disclosed; program consists of cash retainer and one-time option grants for directors |
| Clawback policy | Adopted July 14, 2023; applies to current/former executive officers (NEOs) for incentive compensation recoupment on restatements; compensation committee administers policy |
Other Directorships & Interlocks
- No other public company board directorships for Ms. Gregory are disclosed; her biography lists executive roles but no external public board seats.
Expertise & Qualifications
- International BD, corporate strategy, negotiations, M&A, alliance management; operational expertise in marketing, strategic sourcing, procurement.
- Industry experience across biotech/pharma; oncology focus; rare disease company-building and exit experience.
- Education: MBA (Pepperdine), BA (UC Berkeley).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Options exercisable within 60 days |
|---|---|---|---|
| Kathryn Gregory | 64,752 | Less than 1% | 58,025 shares via options within 60 days of May 31, 2024 |
- Insider trading/hedging policy: Company prohibits derivative transactions and highlights risks of pledging/margin; no pledging by Ms. Gregory is disclosed.
Governance Assessment
- Chairing Compensation Committee positions Ms. Gregory at the center of pay design, equity grant oversight, and clawback administration—key levers of alignment and risk control.
- Independence and attendance thresholds met (≥75%); supports investor confidence in oversight quality.
- Director compensation in 2023 was cash-only for Ms. Gregory (no option award that year), while policy provides for equity grants; equity alignment present via 58,025 options within 60 days.
- Emerging growth company status exempts Carmell from say‑on‑pay votes, reducing external feedback on compensation; places greater onus on the Compensation Committee’s practices.
Risk indicators and RED FLAGS
- Section 16 compliance lapse: Ms. Gregory filed one late Form 4 covering two transactions; modest compliance red flag, but not uncommon in micro/small caps.
- Committee continuity risk: David Anderson (Compensation and Audit member) did not stand for re‑election in 2024, implying imminent committee reconstitution needs; transition oversight will be important.
Related-party exposure: The proxy discloses related-party transactions (forward purchase, legacy AxoBio loans, OrthoEx/Ortho Spine services); none involve Ms. Gregory. Audit Committee reviews/approves related-party transactions per policy, mitigating conflict risk.
Director pay structure: Annual $50,000 retainer with optional equity in lieu of cash and one-time option grants; no disclosed committee chair fees or meeting fees—simple structure reduces pay complexity and potential misalignment.
Board diversity: Single female director on a seven-member board; Ms. Gregory enhances diversity of perspective per Board’s stated objectives, though no formal diversity policy is adopted.
Policy framework: Code of Ethics and Clawback Policy are in place; Clawback covers executives, not directors.
Appendix: Committee Reference
| Committee | Chair | Members | FY2023 Meetings |
|---|---|---|---|
| Compensation | Kathryn Gregory | Gregory, David Anderson, Patrick Sturgeon | 3 |
| Audit | David Anderson | Anderson, Scott Frisch, Patrick Sturgeon | 2 |
| Nominating & Corporate Governance | Rich Upton | Upton, Scott Frisch, Gilles Spenlehauer | 1 |