Kate Rochlin
About Kate Rochlin
Kate Rochlin, Ph.D., age 44, is IN8bio’s Chief Operating Officer (COO) since December 2021 after serving as VP/AVP of Operations & Innovation in 2020–2021 . She holds a Ph.D. in Cell & Developmental Biology from Weill Cornell and a B.A. in Molecular Biology and History & Sociology of Science from the University of Pennsylvania . Her 2025 compensation framework sets a 40% target bonus tied 90% to corporate and 10% to individual goals, though 2024 annual bonuses were voluntarily foregone as part of cost-saving measures, emphasizing cash discipline amid capital constraints . No TSR, revenue, or EBITDA performance metrics are disclosed in her compensation design; cash and equity incentives reference achievement against company-set corporate and individual goals rather than financial KPIs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IN8bio | COO | Dec 2021–present | Led operations through workforce reduction; equity-heavy retention alignment |
| IN8bio | VP Operations & Innovation | Dec 2020–Dec 2021 | Built operational and innovation processes pre-COO |
| IN8bio | Assoc. VP Operations & Innovation | Aug 2020–Dec 2020 | Early ops leadership |
| Curadigm SAS | Director BD; then Chief Business Officer | Mar 2019–Aug 2020; Mar 2020–Aug 2020 | Commercial and BD leadership in nanotechnology |
| Filament BioSolutions | Director, Scientific Affairs | Mar 2016–Apr 2019 | Scientific program leadership |
| Immunovent, LLC | Co-founder & CSO; then Scientific & Business Advisor | Sep 2012–Jan 2017; Jan 2017–Mar 2019 | Allergy Dx technology development, advisory role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solution Lab, Inc. (nonprofit) | Project Principal; Director | Feb 2013–present; since Oct 2019 | Real-world consulting for PhD/MBA students; governance role |
Fixed Compensation
| Year | Base Salary Terms | Earned Salary ($) | Target Bonus % | Actual Bonus ($) |
|---|---|---|---|---|
| 2025 | Base salary $422,750; target bonus 40% of base | — | 40% | — |
| 2024 | Base increased to $475,000 (effective Jan 1); reduced to $422,750 from Sept 1, 2024 ; executives agreed to 11% cash reduction | 457,583 | 40% | 0 (foregone) |
| 2021 (appointment) | Base $400,000; target bonus 40% | — | 40% | — |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals | 90% | 40% of base | Company/execs forewent bonuses | $0 | Annual; none paid |
| Annual Cash Bonus (2024) | Individual goals | 10% | 40% of base | Company/execs forewent bonuses | $0 | Annual; none paid |
| Stock Options (Annual grant, 2/7/2024) | Equity value creation (time-based) | — | 186,000 options @ $1.22 | Granted | Grant-date FV disclosed in SCT | 25% on first anniversary; remainder monthly over 36 months |
| Stock Options (Retention, 9/4/2024) | Retention amid workforce reduction | — | 250,000 options @ $0.47 | Granted | Grant-date FV disclosed in Item 402(x) | 25% at 6 months; 25% at 12 months; 50% at 18 months |
| Stock Options (Salary-offset grant, 12/19/2024) | Offset salary reductions; retention | — | 302,839 options @ $0.24 | Granted | Grant-date FV in SCT | 100% vests at one-year anniversary |
Notes: 2024 SCT shows option award accounting value $329,500; cash bonuses were $0 given voluntary forego; all vesting subject to continued service .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 600,611 shares; less than 1% of outstanding |
| Shares outstanding reference | 81,258,763 shares outstanding (record date 3/12/2025) |
| Breakdown (as of 2/16/2025) | 42,874 shares; 49,906 warrants immediately exercisable; 507,831 options immediately exercisable or exercisable within 60 days |
| 2024 option grants outstanding | 186,000 (2/7/2024, $1.22); 250,000 (9/4/2024, $0.47); 302,839 (12/19/2024, $0.24) |
| Hedging/pledging policy | Hedging, margin purchases, pledging, short selling, and derivatives trading prohibited for directors/officers/employees |
| Ownership guidelines | No executive stock ownership guideline disclosed |
Outstanding Option Grants – Key Terms (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 10/5/2020 | 46,984 | — | 6.74 | 10/5/2030 | 25% at grant; then monthly |
| 2/1/2021 | 39,882 | 1,734 | 5.36 | 2/1/2031 | Monthly/anniversary per plan terms |
| 7/29/2021 | 29,895 | 5,105 | 10.00 | 7/29/2031 | 48 equal monthly installments |
| 2/15/2022 | 68,000 | 28,000 | 4.28 | 2/15/2032 | 25% at 1-year; then monthly |
| 10/21/2022 | 40,370 | 20,185 | 1.48 | 10/21/2032 | 3 equal annual installments |
| 4/14/2023 | 83,333 | 116,667 | 1.21 | 4/14/2033 | 25% at 1-year; then monthly |
| 6/21/2023 | 25,425 | 42,375 | 2.01 | 6/21/2033 | 25% at 1-year; then monthly |
| 2/7/2024 | — | 186,000 | 1.22 | 2/7/2034 | 25% at 1-year; then monthly |
| 9/4/2024 | — | 250,000 | 0.47 | 9/4/2034 | 6m/12m/18m tranches |
| 12/19/2024 | — | 302,839 | 0.24 | 12/19/2034 | 1-year cliff |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Executed March 2024; amended August 2024 for salary reduction to $422,750 effective 9/1/2024; target bonus 40% |
| Severance (no CoC) | Lump sum equal to greater of 12 months prior base salary or 12 months current base; prorated bonus to extent goals achieved; up to 12 months COBRA |
| Change-in-control (double-trigger) | If terminated without cause or resigns for good reason within 3 months prior to or 12 months after CoC: lump sum equal to greater of 12 months prior base salary or 12 months current base + 100% of current target bonus; full accelerated vesting of all unvested equity; up to 12 months COBRA |
| Clawback | Incentive Compensation Recoupment Policy adopted Oct 2023 in compliance with SEC/Nasdaq rules (Rule 10D-1, Nasdaq 5608), covers incentive comp tied to Financial Reporting Measures |
| Non-compete/non-solicit | Standard provisions included in confidentiality/invention assignment agreements for executives |
| Perquisites/401(k) | Employer 401(k) match up to $3,000 (reflected as $3,000 in “All Other” comp in 2024); match paused starting Jan 1, 2025 |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonuses were entirely foregone, and equity was used to offset salary reductions and address retention risk (three option grants in 2024 with time-based vesting), indicating management preference to conserve cash while maintaining alignment through upside leverage. Near-term selling pressure from vesting events is likely centered around the 6-, 12-, and 18-month tranches on the September 2024 retention grant and the December 2024 one-year cliff vest, but no hedging/pledging is permitted, mitigating misalignment risks .
- Severance and CoC economics: Her severance is a 1x base salary (greater of pre- or post-reduction), with CoC protection at 1x base plus 100% target bonus and full acceleration—moderate market terms that balance retention with shareholder protection; double-trigger structure reduces windfall risk absent a qualifying termination .
- Ownership and alignment: Beneficial ownership is <1%, comprised largely of options and some warrants; combined with prohibited hedging/pledging, equity exposure remains aligned but levered to future equity value creation and vesting schedules .
- Company execution and capital risk context: IN8bio disclosed substantial doubt over going concern and pursued workforce reduction and salary cuts; compensation policies reflect capital preservation and equity-heavy retention tools. Investors should monitor clinical milestones and financing events, as these will influence the value realization of equity-based incentives .
No insider Form 4 transaction analysis was disclosed here; review recent Form 4s to assess selling/vesting cadence and any 10b5-1 plans (company requires pre-clearance for plans) .
