Brian J. G. Pereira

About Brian J. G. Pereira

Brian J. G. Pereira, M.D., age 66, is an independent director of KalVista and has served on the Board since February 2019; he has been Chairman of the Board since October 2022 . A veteran biopharma executive, he retired as CEO of Visterra on April 1, 2025 and now serves as Senior Advisor to Otsuka America Inc.; previously he was CEO of AMAG Pharmaceuticals and held senior roles at Tufts Medical Center . He is an Adjunct Professor of Medicine at Tufts and has authored over 200 scientific articles; education includes MBBS (St. John’s Medical College), MD and DM (Post Graduate Institute), and an MBA from Kellogg School of Management .

Past Roles

Prior roles include President & CEO of AMAG Pharmaceuticals, and senior leadership positions at Tufts Medical Center (President/CEO of physician organization; interim COO) .

External Roles

Board Governance

• Role: Independent Chairman of the Board since October 2022; CEO and Chairman roles are separated, enhancing oversight . Independence affirmed under Nasdaq rules; all directors except the CEO are independent .
• Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
• Committee chairs: Audit chaired by Edward W. Unkart; Nominating & Corporate Governance chaired by Nancy Stuart; Pereira serves as member on both .
• Attendance/engagement: Board met 6 times in FY2025; Audit met 4 times; Compensation met 1 time; Nominating & Corporate Governance did not meet but acted by unanimous written consent. No director attended fewer than 75% of meetings of the Board and committees on which they served .
• Executive sessions: Independent directors meet in regularly scheduled executive sessions; Board independence and oversight maintained through structure and policies .
• Risk oversight: Board-level oversight with Audit Committee responsible for financial reporting, cybersecurity and compliance; Compensation Committee monitors compensation-related risk; Nominating & Corporate Governance oversees governance and related party transaction review .
• Evaluation: Board and committees conduct annual self-evaluations for continuous improvement .

Fixed Compensation

FY2025 Director Compensation – Brian J. G. Pereira:

Performance Compensation

Director equity awards are time-based stock options; no performance conditions for directors are disclosed. Vesting is monthly per policy .

As of April 30, 2025, Dr. Pereira held 61,000 shares subject to outstanding option awards (aggregate) .

Other Directorships & Interlocks

Expertise & Qualifications

• Medical and drug development expertise; leadership in financing and scaling biopharma businesses .
• Academic credentials: MBBS; MD; DM; MBA (Kellogg); Adjunct Professor at Tufts; >200 publications .
• Board qualifications: Experienced healthcare operator and director across public and private companies; industry knowledge aligns with KalVista’s focus .

Equity Ownership

• Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging of Company securities without General Counsel approval; applicable to directors .
• Clawback: Compensation recovery policy compliant with SEC/Nasdaq for incentive-based compensation (executive officers), administered by Compensation Committee .

Governance Assessment

• Strengths:

  • Independent Chair structure with separated CEO/Chair roles enhances oversight and accountability .
  • Active membership on Audit and Nominating committees; Audit Committee independence and financial literacy affirmed; related-party transactions require Audit Committee pre-approval .
  • Board independence policies, majority voting standard with resignation policy in uncontested elections, and regular executive sessions support investor-aligned governance .
  • Attendance above 75% threshold indicates engagement; Board met 6 times, with active Audit oversight .

• Watch items:

  • Nominating & Corporate Governance Committee did not meet in FY2025 (operated via unanimous written consents). While permitted, sustained reliance on consents may constrain discussion depth; monitor committee cadence as the company scales commercialization .
  • Director equity grant sizes increased for the transition period (appointment grant to 45,000; annual grant to 30,000). Although aligning directors with shareholders, the step-up is a potential pay inflation signal; track year-over-year mix and grant values versus peer medians .
  • Ownership alignment: Pereira’s beneficial ownership is via options (<1% stake; no common shares disclosed). Consider whether director stock ownership guidelines exist and disclosure thereof; none noted in proxy .
  • Potential interlocks: Pereira’s advisory role at Otsuka and multiple biotech directorships warrant continued monitoring; no related-party transactions involving Pereira are disclosed for the last two fiscal years; Audit Committee oversight in place .

• RED FLAGS (none disclosed specific to Pereira):

  • No related-party transactions tied to Pereira; no hedging/pledging by directors disclosed; Section 16 late filings noted for certain executives, not Pereira .
  • Equity award repricing or option modifications not disclosed for directors; grants follow scheduled cycles and are not timed around MNPI per policy .

Compensation Committee uses independent consultant Aon; independence affirmed with no conflicts; Committee compositions fully independent .