Kevin Lokay
About Kevin Lokay
Kevin Lokay (age 68) has served as an independent director of Galera Therapeutics since March 2019, with a career spanning senior commercial and oncology leadership roles at AstraZeneca (Head of U.S. Lung Cancer Franchise 2018–2019; Head of U.S. Immuno‑oncology Franchise 2019–2022; Head of Change Implementation, U.S. Oncology 2022–2023), prior service as VP & Business Unit Head, Oncology at Boehringer Ingelheim (2009–2016), CEO of Cytogen (2007–2008), and earlier roles at GlaxoSmithKline (1997–2007) and Merck (1981–1997). He holds a B.A. in Economics from Lafayette College and an M.S. from Purdue University; the Board has affirmatively determined he is independent under Nasdaq guidelines despite GRTX’s delisting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca plc | Head of U.S. Lung Cancer Franchise | Aug 2018–Nov 2019 | Oncology commercial leadership |
| AstraZeneca plc | Head of U.S. Immuno‑oncology Franchise | Nov 2019–Apr 2022 | Portfolio leadership in IO |
| AstraZeneca plc | Head of Change Implementation, U.S. Oncology | Apr 2022–Jun 2023 | Transformation/change execution |
| AbbVie Inc. | Advisor | Aug 2017–Dec 2017 | Strategic advisory |
| Boehringer Ingelheim | VP & Business Unit Head, Oncology | Dec 2009–Dec 2016 | Oncology BU leadership |
| Cytogen Corporation | President & CEO | 2007–2008 | Chief executive responsibilities |
| GlaxoSmithKline | Various positions | 1997–2007 | Commercial roles |
| Merck & Co. | Various positions | 1981–1997 | Commercial roles |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | No other public company board roles disclosed in GRTX proxy biography for Lokay |
| Prior public company boards | Not disclosed beyond Cytogen executive role |
| Non‑profit/academic/private boards | Not disclosed |
Board Governance
- Independence: The Board determined Kevin Lokay is independent under Nasdaq listing standards; the Audit Committee also affirms independence for audit membership under Exchange Act Rule 10A‑3 .
- Board structure: Classified board (three classes) with staggered three‑year terms; removal only for cause by two‑thirds outstanding voting stock; Lokay is a Class II director up for election to serve through 2027 .
- Committee assignments:
- Audit Committee: Member; committee met 7 times in 2023 .
- Compensation Committee: Chair; committee met 2 times in 2023 .
- Nominating & Corporate Governance Committee: Member; responsibilities include director nominations and governance principles .
- Attendance: Board held 20 meetings in FY2023; each director attended at least 75% of Board and relevant committee meetings; all incumbent directors attended the 2023 Annual Meeting .
- Policies: Anti‑hedging policy prohibits hedging or offsetting transactions in Company stock for directors, officers, employees, and controlled entities .
- Related party oversight: Audit Committee reviews and approves or ratifies any related person transactions .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual director retainer | $35,000 |
| Committee chair fees | Compensation Chair: $10,000; Audit Chair: $15,000; Nominating Chair: $8,000 |
| Committee member fees | Audit Member: $7,500; Compensation Member: $5,000; Nominating Member: $4,000 |
| Meeting fees | Not disclosed (program pays quarterly retainers) |
| Lokay – FY2023 cash fees earned/paid | $51,500 |
Performance Compensation
| Equity Award Feature | Terms/Amounts |
|---|---|
| Initial option grant upon Board appointment | 96,000 shares; 10‑year term; strike = fair market value on grant; vests in 36 equal monthly installments |
| Annual option grant | 64,000 shares for Board Chair/Lead Independent; 48,000 shares for other non‑employee directors; vests in single installment on day before next annual meeting or first anniversary |
| Change‑in‑control | All unvested director options vest in full upon a change in control (single‑trigger acceleration) |
| In‑lieu‑of‑cash option election | Directors may elect annually to receive options in lieu of cash fees; options vest quarterly; strike = closing price on grant date; Black‑Scholes sizing |
| Lokay – FY2023 option awards (grant‑date fair value) | $121,390 |
| Performance metrics tied to director compensation | None disclosed for directors (options/time‑vest and retainers; no TSR/EBITDA/ESG metrics) |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Shared directorships with suppliers/customers/competitors | Not disclosed for Lokay |
| Interlocks involving compensation committee | Not disclosed; Compensation Committee uses independent consultant Radford/AON and assessed no conflicts |
Expertise & Qualifications
- Oncology franchise leadership and commercial operations across Big Pharma (AZ, Boehringer, GSK, Merck), including change implementation responsibilities in U.S. Oncology at AstraZeneca .
- Education: B.A. Economics (Lafayette College); M.S. (Purdue University) .
- Board qualifications: Independent; committee leadership experience (Compensation Chair; Audit and Nominating member) .
Equity Ownership
| Metric | As of Aug 27, 2024 | As of Jan 22, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 102,552 options exercisable within 60 days | 102,552 (beneficially owned) |
| % of shares outstanding | <1% (“*” less than one percent) | <1% (“*” less than one percent) |
| Form/structure | Stock options (exercisable within 60 days for 2024 table) | Stock options counted per SEC rules (exercisable within 60 days) |
| Pledging/hedging | Company policy prohibits hedging; pledging not disclosed |
Governance Assessment
- Strengths: Independent status affirmed; active committee leadership (Compensation Chair) and membership (Audit, Nominating); board and committee attendance thresholds met; use of independent compensation consultant with no conflicts; anti‑hedging policy in place .
- Alignment: Director compensation mix skewed toward equity options (Lokay FY2023: $51.5k cash vs $121.4k option value), supporting at‑risk pay orientation for directors; however, beneficial ownership is modest (<1%), typical for small‑cap biotech directors but indicates limited economic exposure .
- Risks/RED FLAGS:
- Classified board with removal only for cause by supermajority can entrench directors and reduce responsiveness to investors during contested situations .
- Single‑trigger accelerated vesting of unvested options upon change‑in‑control is shareholder‑unfriendly relative to double‑trigger norms, though common for director awards .
- No related‑party transactions involving Lokay are disclosed in available sections; Audit Committee retains authority to review/approve any such matters .