Kate Haviland
About Kate Haviland
Kate Haviland, age 49, has served on Fulcrum Therapeutics’ board since June 2018 and as independent Chair since January 2022. She is CEO and a director at Blueprint Medicines (since April 2022), with prior senior operating roles at Blueprint and earlier commercial/program leadership roles at Idera, Sarepta, PTC Therapeutics, and Genzyme; she holds a BA (biochemistry/molecular biology & economics, Wesleyan) and an MBA (Harvard Business School) . She is a Class III nominee for re‑election at the 2025 annual meeting; the board unanimously recommends her election . The board’s April 2025 independence review determined Haviland is independent under Nasdaq rules; Fulcrum’s Chair is independent and the CEO and Chair roles are separated .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blueprint Medicines | Chief Executive Officer; Director | Apr 2022–present | Led commercial-stage biopharma; overall strategic and operating leadership |
| Blueprint Medicines | Chief Operating Officer | Jan 2019–Apr 2022 | Built execution capabilities across functions |
| Blueprint Medicines | Chief Business Officer | Jan 2016–Jan 2019 | Led business development and corporate strategy |
| Idera Pharmaceuticals (now Aceragen) | VP, Rare Diseases & Oncology Program Leadership | Apr 2014–Dec 2015 | Program leadership in rare/oncology |
| Sarepta Therapeutics | Head of Commercial Development | Jun 2012–Apr 2014 | Commercial development for rare disease therapeutics |
| PTC Therapeutics | Executive Director, Commercial Development | Mar 2007–Jun 2012 | Commercial strategy for pipeline assets |
| Genzyme | Corporate development & project management | Jul 2005–Apr 2007 | Corporate development in rare diseases |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blueprint Medicines (public) | CEO; Director | Apr 2022–present | Commercial-stage biopharma |
| Bicara Therapeutics (biotech) | Director | Current | Board service; no Fulcrum-related transactions disclosed |
Board Governance
- Independent Chair of the Board; CEO and Chair roles are separated; no Lead Independent Director because the Chair is independent .
- Committee memberships: Audit Committee (member); Nominating & Corporate Governance Committee (member) .
- Audit Committee met five times in 2024; the Audit Committee report was signed by Haviland, Dorton, and Geraghty .
- Board met seven times in 2024; each director attended at least 75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
- Nominating & Corporate Governance Committee did not meet during 2024 (potential engagement flag to monitor) .
- Independence status: Independent under Nasdaq rules (April 2025 review) .
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Board annual retainer (member) | $40,000 | Director cash fee schedule |
| Chair of the Board incremental retainer | $30,000 | Director cash fee schedule |
| Audit Committee member fee | $7,500 | Director cash fee schedule |
| Nominating & Corporate Governance member fee | $4,000 | Director cash fee schedule |
| Total cash fees earned (2024) | $81,500 | Haviland’s 2024 director cash compensation |
Performance Compensation
| Equity Component | Metric/Terms | 2024 Value (USD) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual option grant (program) | 30,000 shares per director after ≥6 months’ service (2019 Plan) [program terms] | N/A | Vests fully at first anniversary or immediately prior to next annual meeting | Options become exercisable in full upon specified change-in-control events |
| Initial option grant (program) | 60,000 shares on initial appointment (pre‑Jan 2025 program) | N/A | Monthly vesting over 36 months (2.7778% monthly) | As above |
| Option awards (Haviland actual, 2024) | Fair value under ASC 718 | $167,559 | Per award terms; see program schedule above | As above |
| Program update (effective Jan 24, 2025) | Initial: 72,000 shares; Annual: 36,000 shares | N/A | Same vesting conventions as prior program | As above |
Notes:
- Fulcrum has an equity award grant policy (adopted April 2025) formalizing grant timing; and a Dodd‑Frank/Nasdaq‑compliant compensation recovery (clawback) policy effective Nov 2023 .
- Director cash fees are paid quarterly in arrears; equity awards are granted under the 2019 Plan at fair market value on grant date .
Other Directorships & Interlocks
| Counterparty | Relationship Type | Exposure to Fulcrum | Notes |
|---|---|---|---|
| Blueprint Medicines | CEO and Director (Haviland) | None disclosed | No related-party transactions disclosed with Blueprint |
| Bicara Therapeutics | Director (Haviland) | None disclosed | No related-party transactions disclosed with Bicara |
Expertise & Qualifications
- Biopharma leadership across development and commercial functions (Blueprint CEO; prior COO/CBO; program/commercial roles at Idera, Sarepta, PTC, Genzyme) .
- Education: BA (biochemistry/molecular biology & economics, Wesleyan); MBA (Harvard Business School) .
- Board experience in biotech (Bicara; Blueprint); life sciences industry depth pertinent to Fulcrum’s rare disease focus .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares counted) | 106,141 | Options deemed beneficially owned (exercisable within 60 days) |
| Shares outstanding (reference base) | 53,979,306 | As of March 31, 2025 |
| Ownership as % of shares outstanding | 0.1967% | Computed from 106,141 and 53,979,306 |
| Options outstanding (as of 12/31/2024) | 136,141 | Aggregate options subject to outstanding awards |
| Hedging/Pledging | Prohibited by policy; pledging only via rare exception | Company-wide policy (anti‑hedging and anti‑pledging) |
Governance Assessment
-
Strengths
- Independent Chair with deep biopharma operating experience strengthens oversight and separation from management; independent Chair structure and regular executive sessions reinforce board independence .
- Active Audit Committee membership with signed audit report evidences engagement on financial controls and reporting; committee met five times in 2024 .
- Transparent director pay structure with modest cash retainers and equity options aligns compensation with shareholder value; change‑in‑control mechanics are standard and disclosed .
- Robust governance policies: clawback policy (Nov 2023), formalized equity grant timing (Apr 2025), anti‑hedging/anti‑pledging, and independent compensation consultant with no conflicts .
-
Watch items / potential red flags
- Nominating & Corporate Governance Committee did not meet in 2024 despite board/leadership responsibilities; Haviland serves on this committee—monitor future cadence and succession planning engagement .
- External time commitments: concurrent CEO role at Blueprint plus Fulcrum Chair—no issues disclosed, but typical investor focus area for bandwidth; no related‑party transactions with Blueprint or Bicara disclosed .
-
Attendance/Engagement signals
- Board met seven times in 2024; each director met ≥75% attendance; all directors attended the 2024 annual meeting, indicating baseline engagement .
-
Director compensation fairness
- 2024 cash fees ($81,500) reflect board chair and two committee memberships; equity awards ($167,559 fair value) maintain at‑risk orientation via options rather than RSUs .
Overall: Haviland’s independent Chair role, Audit Committee participation, and industry expertise support investor confidence. Monitor nominating/governance committee activity and external time commitments, but no conflicts or related‑party exposures are disclosed.
References
- Board roles, biography, age, education, external boards:
- Election recommendation and Class III nomination:
- Independence status:
- Chair independence and leadership structure:
- Committee memberships; Audit/Nominating:
- Audit Committee activity and report signature:
- Board/committee attendance; annual meeting attendance:
- Director fees schedule; program terms; Haviland’s 2024 fees and option fair value:
- 2025 director program update (72k initial; 36k annual); change‑in‑control exercisability:
- Equity ownership and shares outstanding:
- Anti‑hedging/anti‑pledging policy; clawback; equity grant policy:
- Related party transactions summary—none with Haviland’s external companies:
- Compensation consultant independence: