David G. Kelly
About David G. Kelly
Independent director and current non-executive Chairman of the Board at Iterum Therapeutics plc. Age 64. He has served on Iterum’s board since August 2016 (approx. 9 years of tenure) and is designated independent under Nasdaq rules. A chartered accountant, he holds a B.A. in economics from Trinity College Dublin and is a member of the Institute of Chartered Accountants in Ireland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics plc | Executive Vice President, Ireland; previously Managing Director, Ireland | EVP: Sep 2014–Jan 2020; MD: until Jul 2018 | Senior operating leadership; cross-border execution in pharma |
| Vidara Therapeutics Inc. | Chief Financial Officer | Feb 2012–Sep 2014 | Finance leadership in specialty pharma |
| AGI Therapeutics plc | Chief Financial Officer | May 2005–Jan 2012 | Public-company CFO; capital markets and controls |
| Warner Chilcott plc (formerly Galen Holdings plc) | SVP, Finance & Planning | Not disclosed | Strategic planning and FP&A leadership |
| Elan Corporation; KPMG | Finance roles; Audit | Not disclosed | Audit/finance foundation; chartered accountant |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| (None disclosed) | — | — | The 2025 proxy lists no other public company directorships in the last five years for Kelly . |
Board Governance
- Roles and independence
- Independent director; Board determined Kelly is independent (Rule 5605(a)(2)) as of March 2025 .
- Non-executive Chairman of the Board .
- Committee assignments (current)
- Audit Committee: Chair; designated “audit committee financial expert” by the Board .
- Compensation Committee: Member (Chair is Beth P. Hecht) .
- Nominating & Corporate Governance Committee: Chair .
- Attendance and engagement
- Board met 21 times in 2024; no incumbent director attended less than 75% of aggregate board and committee meetings; all directors attended the 2024 AGM .
- Audit Committee met 4 times in 2024; Compensation Committee met once in 2024; Nominating & Corporate Governance Committee acted by written consent once in 2024 .
- Executive sessions and governance practices
- Independent directors meet in executive session at least twice per year; Board maintains corporate governance guidelines and annual self-evaluations .
Fixed Compensation
| Year | Cash Retainer (Board + Committees) | Equity/DSU in Lieu (Cash) | Options Granted | Total |
|---|---|---|---|---|
| 2024 | Included in total | $40,000 paid in lieu of annual equity grant (equity awards to directors suspended) | $0 (no director options granted in 2024) | $94,000 (fees earned or paid in cash) |
- Policy detail (for context): Standard annual cash retainers—Board member $35,000; non-executive Chair $27,500; Audit Chair $15,000 (members $7,500); Compensation Chair $12,000 (members $6,000); Nominating Chair $8,000 (members $4,000). Directors can elect options/RSUs in lieu of cash on a pre-set basis; annual equity awards policy exists but was suspended, replaced with $40,000 cash for 2023 and 2024 .
Performance Compensation
| Component | 2024 Status | Performance Metrics |
|---|---|---|
| Annual equity award (RSUs/options) | Suspended in 2023 and 2024; replaced with $40,000 cash per director | Not applicable (no performance-based director equity granted) |
Observation: The shift from equity to cash for non-employee directors in 2023–2024 reduces at-risk, equity-linked alignment during a period of capital constraints (the Board explicitly suspended director equity grants and paid cash in lieu) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for Kelly in the last five years . |
| Committee interlocks | 2024 Compensation Committee members were Ronald M. Hunt (Chair) and Beth P. Hecht; no interlocks identified; Kelly not listed for 2024 interlocks disclosure . In 2025, Kelly is a member of the Compensation Committee (Chair: Hecht) . |
| Related-party transactions | No transactions disclosed involving Kelly; 2024 related-party items involved other directors/funds (e.g., rights offering participation by Fishman, Dunne, and New Leaf affiliates) . |
Expertise & Qualifications
- Financial expertise: Board-designated audit committee financial expert; deep CFO and finance background across listed pharma companies .
- Industry expertise: Senior leadership across multiple pharma organizations (Horizon, Vidara, AGI, Warner Chilcott) .
- Governance: Chairs Audit and Nominating & Corporate Governance; Non-executive Chair of the Board; independence affirmed .
- Education/credentials: B.A. Economics, Trinity College Dublin; Chartered Accountant (Ireland) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Directly Owned | Options Exercisable within 60 Days | RSUs Outstanding | Notes |
|---|---|---|---|---|---|---|
| David G. Kelly | 54,323 | <1% | 2,473 | 51,850 | None (no outstanding RSUs for directors as of 12/31/2024) | Aggregate options outstanding for Kelly: 51,850 as of 12/31/2024 . |
- Pledging/hedging: Company policy prohibits hedging, margin, and pledging; no pledging disclosed for directors .
- Section 16 compliance: No delinquent filings disclosed for Kelly in FY2024 (late Form 4 notices referenced Fishman, Hunt, Dunne) .
Governance Assessment
- Positives
- Independent Board Chair with strong audit and financial credentials; designated financial expert; Chairs Audit and Nominating/CG, member of Compensation—high governance influence and oversight .
- Independence affirmed; committees comprised of independent directors; robust meeting cadence and attendance—no directors under 75% .
- Clawback policy adopted in 2023 under Nasdaq Rule 5608 (Rule 10D-1) .
- Anti-hedging/pledging policy enhances alignment and reduces risk .
- No related-party transactions disclosed for Kelly; no delinquent Section 16 filings for Kelly .
- Watch items / potential red flags
- Director equity grants suspended in 2023–2024 and replaced with $40,000 cash—weakens equity alignment and may signal capital constraints and liquidity priorities over alignment in the near term .
- Beneficial ownership is modest (<1%); while typical for small-cap biotech directors, the current mix (high cash vs. equity) further limits long-term alignment until equity grants resume .
- Company-level capital raising and share issuance flexibility sought via repeated pre-emption opt-outs; while not specific to Kelly, continued financing dependence can pressure governance optics. Shareholders approved the 2024 EGM pre-emption opt-out (9.79M For; 3.10M Against; 0.13M Abstain) . Ongoing 2025 proposals include share capital increases and equity plan share pool expansion .
Additional Reference Data
- Board size and classification: Five directors in three staggered classes; Kelly is sole Class I director nominated for re-election at the 2025 AGM (term through 2028) .
- 2025 AGM proposals include: re-elect Kelly; ratify auditor; advisory say-on-pay; authorized share capital increase; directors’ allotment authority; pre-emption rights opt-out; increase 2018 Equity Plan share pool; receive Irish statutory financials .
- Share ownership table (as of July 1, 2025): Kelly’s beneficial ownership breakdown consistent with table footnotes .
Bottom line: Kelly brings strong finance, audit, and industry credentials and serves as an independent, non-executive Chair with key committee leadership—supportive of board effectiveness. Principal alignment risk stems from suspended director equity grants (replaced by cash), which reduces long-term equity linkage until regular equity compensation is reinstated .