Katina Dorton
About Katina Dorton
Katina Dorton, age 67, has served on Fulcrum Therapeutics’ board since January 2020. She is an experienced biotechnology CFO and board member, designated by the board as an “audit committee financial expert.” Her education includes a J.D. (University of Virginia), M.B.A. (George Washington University), and B.A. (Duke University) . She is a Class III director nominated for a new three‑year term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nodthera Inc. | Chief Financial Officer | 2020–2022 | Biotechnology CFO experience |
| Repare Therapeutics Inc. | Chief Financial Officer | 2019–2020 | Biotechnology CFO experience |
| AVROBIO, Inc. | Chief Financial Officer | 2017–2018 | Biotechnology CFO experience |
| Immatics GmbH | Chief Financial Officer | 2015–2017 | Biotechnology CFO experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| TScan Therapeutics, Inc. | Director | Current | Public biotech; oncology T‑cell therapies |
| Mallinckrodt plc | Director | Current | Public specialty pharma |
| US Ecology, Inc. | Director | 2014–2022 | Company acquired by Republic Services in 2022 |
| Pandion Therapeutics, Inc. | Director | Dec 2020–Apr 2021 | Company acquired by Merck in April 2021 |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Human Capital Management Committee Member .
- Independence: Board determined all directors except Alex Sapir (CEO) and Robert Gould (former interim CEO) are independent; Dorton is independent under Nasdaq and SEC rules .
- Audit committee meetings: 5 in 2024; Compensation committee meetings: 5 in 2024; Full board meetings: 7 in 2024 .
- Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Audit committee scope: Oversees auditor selection/independence, financial reporting, internal controls, disclosure controls, code of conduct, risk management (including cybersecurity), complaint procedures, related‑party transaction approvals, and prepares required SEC report .
- Leadership structure: Chairman is independent; no lead independent director; independent directors meet in executive session at least twice a year per corporate governance guidelines .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Retainer | 40,000 | Standard member fee |
| Audit Committee Member | 7,500 | Member fee |
| Audit Committee Chair Incremental | 7,500 | Additional chair retainer |
| Compensation Committee Member | 5,000 | Member fee |
| Total Cash Earned (2024) | 60,000 | Reported cash compensation for Dorton in 2024 |
Performance Compensation
| Award Type | Grant Size | Vesting | Fair Value (2024) | Exercise Price Basis | Change‑in‑Control Treatment |
|---|---|---|---|---|---|
| Annual Director Option (2019 program) | 30,000 options (2024 cycle) | Vests 100% on 1‑year anniversary or before next annual meeting | $167,559 option grant date fair value (Dorton, 2024) | Exercise price = fair market value on Nasdaq on grant date | Options become exercisable in full upon specified change‑in‑control events |
| Initial Director Option (2019 program) | 60,000 options | 2.7778% monthly over 3 years (full vest at 3 years) | Not applicable to 2024 if previously granted | Exercise price = fair market value on Nasdaq on grant date | Options become exercisable in full upon specified change‑in‑control events |
| Revised Director Program (effective Jan 24, 2025) | 36,000 annual; 72,000 initial | Annual vests 100% at 1 year; Initial vests monthly over 3 years | Not disclosed for 2025 | Exercise price = fair market value on Nasdaq on grant date | Options become exercisable in full upon specified change‑in‑control events |
Notes: Option fair values computed under ASC 718; amounts reflect accounting cost, not realized value .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | None reported; no Fulcrum executive served on other entities’ boards/comp committees with reciprocal ties; all 2024/2025 committee members were non‑employees |
| Related‑party transactions oversight | Audit committee reviews/approves per written policy; transactions only approved if in Company’s best interests; chair can approve between meetings subject to committee ratification |
Expertise & Qualifications
- Audit Committee Financial Expert designation; financial sophistication under Nasdaq rules .
- Multi‑company biotech CFO track record (Immatics, AVROBIO, Repare, Nodthera) .
- Legal and business training (J.D., M.B.A.) and life sciences governance experience .
Equity Ownership
| Metric | Value |
|---|---|
| Options outstanding (total) | 112,571 shares subject to options (as of Dec 31, 2024) |
| Options exercisable/beneficial (within 60 days) | 82,571 shares subject to options (beneficial ownership footnote) |
| Shares outstanding (reference for % calc) | 53,979,306 (as of Mar 31, 2025) |
| Anti‑hedging/anti‑pledging policy | Company policy prohibits hedging and pledging; compensation recovery policy in place |
Governance Assessment
- Strengths: Independent director with audit chair role and “financial expert” designation; robust audit remit including cybersecurity and related‑party oversight; attendance at least 75% and participation across 7 board and 5 audit/5 comp meetings in 2024; independent compensation consultant (Aon) retained, with no conflicts identified .
- Alignment: Director pay emphasizes options, aligning value with stock performance; cash retainer reflects leadership responsibilities (audit chair and comp member) and matches reported cash earned .
- Policies: Anti‑hedging/anti‑pledging and clawback (compensation recovery) policies support shareholder‑friendly governance; independent chairman structure with executive sessions enhances oversight .
- Monitoring areas / potential red flags:
- Change‑in‑control acceleration: Director options become exercisable in full upon specified change‑in‑control events; while common, accelerated vesting can be perceived as entrenchment risk if not carefully governed .
- Multi‑board commitments: Concurrent directorships at TScan Therapeutics and Mallinckrodt require continued monitoring for time commitment; current attendance thresholds met in 2024 .
- Related‑party transactions: Audit committee (chaired by Dorton) approves per policy; no specific related‑party transactions involving Dorton disclosed; oversight remains critical .
- Compliance signals: No delinquent Section 16(a) filings reported for 2024; audit committee issued its report recommending inclusion of audited financials in 2024 Form 10‑K .