Katherine Eade
About Katherine A. Eade
Independent director of Harvard Bioscience since 2017 (Class II; term expires 2026). Age 51. Chair of the Nominating & Governance Committee; member of the Audit and Compensation Committees. More than 20 years advising public companies on M&A, governance, and capital markets. J.D., cum laude, Harvard Law School; B.A. in Government, summa cum laude, Cornell University. Since June 2024, Chief Legal Officer of Kyria Therapeutics, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kyria Therapeutics, Inc. | Chief Legal Officer | Jun 2024–present | Legal leadership for a therapeutics company |
| Standard BioTools Inc. | Interim General Counsel; Advisor | 2023 | Supported legal transition; advisor capacity |
| Vaxxinity, Inc. | Director; Audit Committee member | 2023 | Public company board service; audit oversight |
| Checkmate Pharmaceuticals, Inc. | General Counsel; President, Checkmate Pharmaceuticals Security Corp. | 2020–2022 | Led legal function through acquisition by Regeneron |
| Align Technology | VP, Strategic Commercial Affairs | Prior to 2020 (date not specified) | Strategic commercial legal leadership |
| La-Z-Boy Incorporated | Deputy General Counsel | Prior to 2020 (date not specified) | Corporate legal |
| Corning Incorporated | Director, M&A Law and Transactions; Division Counsel (Life Sciences & Pharmaceutical Technologies) | Prior to 2020 (date not specified) | Led M&A legal; divisional counsel responsibilities |
| Cleary Gottlieb Steen & Hamilton LLP | Corporate attorney | 7+ years (early career) | Capital markets/M&A; international law firm experience |
| U.S. Court of Appeals, Third Circuit | Law Clerk to Judge Morton I. Greenberg | Early career | Federal appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Long Valley Partners | General Partner | Not specified | Investment/partnership leadership |
| Instil Bio, Inc. | Advisor | Not specified | Advisory role to a biotech company |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Eade is independent and serves on independent-only committees (Audit, Compensation, Nominating & Governance). She chairs the Nominating & Governance Committee.
- Committee membership and activity (2024):
- Audit Committee: Member; 6 meetings; committee independent; Audit Committee report signed by Eade as a member.
- Compensation Committee: Member; 5 meetings; committee independent.
- Nominating & Governance Committee: Chair; 3 meetings; committee independent.
- Attendance and engagement: Board met/acted 14 times in 2024; each director attended at least 75% of board and committee meetings; all five directors attended the 2024 annual meeting; non-employee directors meet regularly in executive sessions.
- Board leadership context: CEO serves as Chair; lead independent director role (held by Bertrand Loy) to be reassigned after the 2025 annual meeting—important for oversight; NGC Chair (Eade) has central role in governance processes.
- Policies supporting governance:
- Non-employee director stock ownership guidelines: ≥3x annual cash retainer within five years; all non-employee directors compliant as of Dec 31, 2024.
- Insider Trading Policy: Prohibits hedging (including short sales and derivatives) and purchasing on margin.
- Equity plan features: One-year minimum vesting (with defined exceptions), dividends on unvested awards subject to vesting, and Dodd-Frank compliant clawback policy.
Fixed Compensation (Director)
| Category | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $40,000 | Paid quarterly in arrears |
| Audit Committee chair fee | $20,000 | |
| Audit Committee member fee | $12,500 | |
| Compensation Committee chair fee | $9,000 | |
| Compensation Committee member fee | $9,000 | |
| Nominating & Governance Committee chair fee | $6,500 | |
| Nominating & Governance Committee member fee | $5,000 | |
| Lead Independent Director RSU retainer | $35,000 | Additional RSUs for LID role |
| 2024 Actual (K. Eade) | Amount |
|---|---|
| Fees earned/paid in cash | $73,000 |
| Option awards ($) | — (none) |
Performance Compensation (Director)
| Award Type | 2024 Grant Value | Grant Timing | Vesting | Unvested Units (12/31/24) |
|---|---|---|---|---|
| Annual RSU retainer | $150,000 | 5th business day after annual meeting | Vests in full immediately prior to next annual meeting or one year from grant, whichever earlier, subject to service | 45,872 RSUs (aggregate unvested at 12/31/24) |
| Stock options (outstanding) | N/A (no 2024 grant) | — | Existing awards outstanding; terms not newly disclosed in 2024 | 87,600 options outstanding |
Note: Director equity is time-based; no performance metrics (e.g., TSR, EBITDA) apply to director awards; options outstanding reflect legacy grants in prior years.
Other Directorships & Interlocks
| Company | Role | Tenure | Committee |
|---|---|---|---|
| Vaxxinity, Inc. | Director | 2023 | Audit Committee |
Expertise & Qualifications
- M&A execution (life sciences focus), corporate governance, and capital markets advisory experience (20+ years).
- Legal credentials: Harvard Law (J.D., cum laude); Cornell University (B.A., summa cum laude).
- Cross-functional industry experience across therapeutics, medical devices, life sciences tools, and consumer durables.
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 398,726 shares; less than 1% of outstanding shares |
| Basis of calculation | 44,213,746 shares outstanding at March 20, 2025; includes rights to acquire within 60 days |
| Options exercisable within 60 days | 87,600 shares |
| RSUs vesting within 60 days | 45,872 shares |
| Ownership guidelines status | All non-employee directors (including Eade) in compliance (≥3x cash retainer) |
| Hedging/margin/derivatives | Prohibited under Insider Trading Policy |
| Pledging | No pledging-specific disclosure in proxy; margin purchases prohibited |
Governance Assessment
-
Strengths
- Independent director with multi-committee service; chairs Nominating & Governance Committee—positions her at the center of board composition and governance practices.
- Solid engagement: board/committee workload in 2024 (14 board meetings; 6 Audit; 5 Comp; 3 NGC) with ≥75% attendance and full annual meeting attendance.
- Alignment: Balanced mix of cash and time-based RSUs; director ownership guidelines in place and met; anti-hedging and margin prohibitions; plan-level clawback and responsible equity features.
- Audit oversight: Member of Audit Committee (signed Audit Committee Report), supporting financial reporting integrity.
- No related-party transactions requiring disclosure since Jan 1, 2023—low conflict signal.
-
Watch items
- Board leadership transition: Lead Independent Director (Bertrand Loy) not standing for re-election; the board expects to name a new LID—important to monitor for continuity of independent oversight; as NGC Chair, Eade’s governance leadership will be focal during this transition.
- Director option overhang: 87,600 options outstanding (legacy grants) while current director pay emphasizes RSUs; not a red flag but worth monitoring for potential exercise/overhang dynamics.
-
Overall implication for investors
- Eade’s legal/M&A background, committee load, and governance chair role support board effectiveness and investor confidence. Policy framework (ownership, hedging, clawback) and lack of related-party issues are positives; leadership transition at LID warrants attention but is mitigated by clear committee structures and independent composition.