Edward W. Unkart
About Edward W. Unkart
Edward W. Unkart, 75, is an independent director of KalVista Pharmaceuticals (KALV) and has served on the Board since December 2014. He chairs the Audit Committee and is designated the Board’s “audit committee financial expert.” A Certified Public Accountant, he holds a B.S. and an M.B.A. from Stanford University and previously served as CFO of SurgRx as well as audit committee chair at two prior public companies, reflecting deep finance and audit expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XTENT (public; drug‑eluting stents) | Director | Aug 2006 – Aug 2009 | Audit Committee Chair; Nominating & Governance Committee member |
| VNUS Medical Technologies (public; medical device) | Director | Oct 2004 – Jun 2009 | Audit Committee Chair; Compensation Committee member |
| SurgRx (medical devices) | VP Finance & Administration; CFO | Jan 2005 – Dec 2008 | Senior finance leadership; corporate finance and controls |
External Roles
- No current public company directorships were disclosed for Mr. Unkart in the latest proxy; prior public board roles are listed above .
Board Governance
- Committees: Audit Committee Chair; current Audit members are Unkart (Chair), Brian J.G. Pereira, M.D., and Nancy Stuart; Unkart is the Board’s “audit committee financial expert” and meets NASDAQ/SEC independence and financial literacy standards .
- Independence: The Board determined all directors other than the CEO are independent under NASDAQ rules; Unkart is independent .
- Tenure and classification: Class II director; term expires at the 2026 annual meeting .
- Attendance and engagement: In FY ended Apr 30, 2025, the Board met 6 times; the Audit Committee met 4 times; no current director attended fewer than 75% of Board/committee meetings on which they served .
- Board leadership and process: Separate CEO and independent Chair; majority voting policy with resignation requirement in uncontested elections; independent director executive sessions are held regularly .
- Risk oversight: Full Board oversees strategy risk; Audit oversees financial reporting, major financial risk exposures, compliance, and cybersecurity risk .
- Related-party transactions: Audit Committee reviews/approves per written policy; no Unkart-related transactions were disclosed .
- Insider trading/pledging: Company policy prohibits hedging and pledging of company stock absent express approval by the General Counsel .
Fixed Compensation
| Item | Amount |
|---|---|
| Annual non‑employee director cash retainer (policy) | $42,500 |
| Audit Committee Chair annual retainer (policy) | $20,000 |
| FY2025 Fees Earned or Paid in Cash (Unkart) | $62,500 |
Notes: Director reimbursements for reasonable out‑of‑pocket meeting expenses are provided .
Performance Compensation
| Equity Element | Grant Size/Value | Vesting | Notes |
|---|---|---|---|
| FY2025 Option Awards (grant‑date fair value) | $83,206 | As granted (director program; time‑based) | 2017 Plan annual director equity cap: $750,000 |
| Shares subject to outstanding option awards (as of 4/30/25) | 74,000 | N/A (inventory of outstanding awards) | — |
| Standard annual director option grant (pre‑June 2025 policy) | 10,000 options | Vest monthly over 1 year | For directors serving ≥1 year and continuing after the annual meeting |
| New director initial option grant (pre‑June 2025 policy) | 17,000 options | Vest monthly over 3 years | Granted on appointment |
| Transition period update (ending 12/31/25): annual grant | 30,000 options | Vest monthly over 1 year | Cash retainers unchanged |
| Transition period update: new director initial grant | 45,000 options | Vest monthly over 3 years | Equity program increased |
| Director equity value cap (per 2017 Plan) | $750,000 per calendar year | N/A | — |
Performance metrics for director equity: None disclosed; director awards vest based on service (time-based vesting), not performance conditions .
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| XTENT | Director; Audit Chair; Nominating & Governance Committee | Aug 2006 – Aug 2009 | Prior public company; medical devices |
| VNUS Medical Technologies | Director; Audit Chair; Compensation Committee | Oct 2004 – Jun 2009 | Prior public company; medical device |
No current interlocks with KALV competitors/suppliers/customers were disclosed in the proxy .
Expertise & Qualifications
- CPA; Audit Committee financial expert; extensive finance and accounting expertise .
- Stanford University B.S. and M.B.A.; prior CFO experience at SurgRx; board‑level audit leadership at two public medtech companies .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common stock owned directly | 0 shares (as of 8/6/25) |
| Options exercisable within 60 days (as of 8/6/25) | 79,000 shares |
| Total beneficial ownership | 79,000 shares |
| Ownership as % of outstanding shares | <1% |
| Shares subject to outstanding option awards (as of 4/30/25) | 74,000 |
| Pledging/Hedging | Company policy prohibits pledging and hedging absent express approval |
Insider trading/Section 16 compliance:
- The company reported certain late Form 4 filings in FY2025 for named executives (not including Mr. Unkart). No late Section 16 filings were identified for Mr. Unkart in FY2025 disclosures .
Governance Assessment
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Strengths for investor confidence
- Independent director with long tenure (since 2014) and deep audit/finance credentials; serves as Audit Committee Chair and SEC‑defined financial expert .
- Board processes emphasize independence and accountability: majority voting with resignation policy, regular independent executive sessions, and separation of Chair and CEO roles .
- Attendance threshold met; active committee cadence (Board 6x; Audit 4x in FY2025) .
- Related‑party transaction oversight handled by the Audit Committee; no Unkart‑related transactions disclosed .
-
Compensation and alignment
- FY2025 director pay shows balanced cash retainer plus equity options; equity represents the larger component of reported total, aligning director interests with shareholders .
- Equity program increased for the transition period ending 12/31/25 (larger grant sizes; cash unchanged), which can further support alignment, subject to plan cap discipline .
-
Risk indicators and red flags
- No red flags identified specific to Mr. Unkart in the proxy: no related‑party transactions, no Section 16 filing issues, and anti‑hedging/anti‑pledging policy in place .
- Monitoring item: The 2025 transition‑period increase in director equity grant sizes merits routine pay‑for‑performance calibration versus peers to avoid pay inflation risk over time, though the plan cap and unchanged cash retainer provide safeguards .