Nancy Stuart
About Nancy Stuart
Independent director since March 2021; age 67. Former Chief Operating Officer of Concert Pharmaceuticals (2007–2023) with earlier roles at Amgen, Kinetix (acquired by Amgen), Vertex, and Genzyme (acquired by Sanofi). Education: B.S., University of Michigan; M.B.A., Simmons Graduate School of Management. Serves on KalVista’s Audit Committee and chairs the Nominating & Corporate Governance Committee; Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concert Pharmaceuticals | Chief Operating Officer; SVP Corporate Strategy & Operations | COO Oct 2007–Mar 2023; SVP Jul 2006–Oct 2007 | Led operations and strategic planning during clinical development; company later acquired by Sun Pharma |
| Amgen | Business operations and business development positions | Not disclosed | Large-cap biopharma operator experience |
| Kinetix Pharmaceuticals (acquired by Amgen) | Business roles | Not disclosed | Early-stage pharma exposure; acquisition integration experience |
| Vertex | Business operations positions | Not disclosed | Commercial and strategy experience in biotech |
| Genzyme (acquired by Sanofi) | Business operations positions | Not disclosed | Rare disease focus and large-cap integration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Greater Boston YMCA | Board of Directors | Not disclosed | Non-profit governance; community engagement |
Board Governance
- Board classification: Class III director; current term expires at the 2027 annual meeting .
- Independence: Board determined all directors other than CEO are independent; Audit Committee members (including Stuart) meet heightened SEC/Nasdaq independence .
- Committee assignments:
- Audit Committee member; Chair: Edward W. Unkart; committee met 4 times in FY2025 .
- Nominating & Corporate Governance Committee Chair; committee acted by unanimous written consent and did not meet separately in FY2025 .
- Attendance: Board met 6 times in FY2025; no director attended fewer than 75% of Board and committee meetings during tenure .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Fiscal Year | Annual Board Retainer ($) | Audit Committee Member Fee ($) | Nominating & Governance Chair Fee ($) | Total Cash ($) |
|---|---|---|---|---|
| FY2025 (ended Apr 30, 2025) | 42,500 | 10,000 | 10,000 | 62,500 |
- Non-employee Chairman retainer: $30,000 (applies to Chair, not Stuart) .
- No meeting fees; reasonable expenses reimbursed .
Performance Compensation
| Period | Grant Date | Type | Shares | Exercise Price ($) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| FY2025 cycle | Oct 3, 2024 | Non-employee director option (annual meeting grant) | 10,000 | 11.54 | Vests monthly over one year | 83,206 |
| Transition period ending Dec 31, 2025 | Oct 1, 2025 | Non-employee director option (annual meeting grant under updated policy) | 30,000 | 12.05 | Vests monthly over one year | Not disclosed |
- Equity policy: Prior standard grants were 10,000 options each annual meeting (vest monthly over one year), with initial appointment grants of 17,000 options (vest monthly over three years) .
- Updated policy (June 2025): Appointment grant increased to 45,000 options (monthly vest over three years); annual meeting grant increased to 30,000 options (monthly vest over one year) .
- Director annual equity cap: ≤$750,000 grant date value per calendar year under the 2017 Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public company) | — | — | No public-company directorships disclosed; reduces interlock risk . |
| Greater Boston YMCA | Non-profit | Director | No related-party transactions disclosed with KalVista . |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Operations leadership | COO at Concert; multi-year operating experience in biopharma |
| Strategic planning & BD | SVP Corporate Strategy; BD roles at Amgen/Vertex/Genzyme |
| Industry experience | Decades across large-cap and biotech firms |
| Education | B.S. (Michigan), M.B.A. (Simmons) |
| Governance leadership | Chair of Nominating & Corporate Governance Committee |
Equity Ownership
| As-of Date | Common Shares Owned | Options/RSUs Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Aug 6, 2025 | 0 | 37,000 options | 37,000 | <1% |
| As-of Date | Outstanding Option Awards (not all exercisable ≤60 days) |
|---|---|
| Apr 30, 2025 | 44,000 |
Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging of securities without counsel approval, reducing misalignment risk .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Price ($) | Post-Transaction Holdings | Security | Source |
|---|---|---|---|---|---|---|---|
| Oct 2, 2025 | Oct 1, 2025 | Award (A) | 30,000 | 12.05 | 30,000 | Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1348911/000159477425000004/0001594774-25-000004-index.htm |
| Oct 4, 2024 | Oct 3, 2024 | Award (A) | 10,000 | 11.54 | 10,000 | Stock Option (Right to Buy) | https://www.sec.gov/Archives/edgar/data/1348911/000141588924024750/0001415889-24-024750-index.htm |
Governance Assessment
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Strengths
- Independence and committee leadership: Independent director; chairs Nominating & Governance; serves on Audit with heightened independence compliance .
- Engagement: Board met 6 times; Audit met 4 times; no director below 75% attendance; indicates baseline commitment to governance processes .
- Alignment mechanisms: Regular annual director equity grants; anti-hedging/pledging policy; equity cap to limit excessive awards .
-
Watch items
- Nominating & Governance Committee activity: Did not hold formal meetings in FY2025 (acted by unanimous written consent). While permissible, limited formal sessions can constrain oversight depth in periods of board refresh or policy updates .
- Ownership: Beneficial ownership is modest (<1% with primarily options). While typical for small/mid-cap boards, low direct share ownership may temper “skin-in-the-game” signaling relative to cash retainer; continued equity grants help offset .
-
Conflicts/Related-party exposure
- No Nancy Stuart-related transactions disclosed in the Related Party Transactions section; RPTs in FY2024–FY2025 involved principal stockholders and were reviewed under policy by the Audit Committee .
-
Compensation structure signals
- FY2025 director cash retainer plus committee fees totaled $62,500; option grant fair value $83,206. Equity remains the majority of total director compensation, consistent with market alignment practices .
- In June 2025, the company increased standard director equity grant sizes (annual to 30,000; appointment to 45,000), which can enhance alignment but warrants monitoring for dilution and pay inflation trends over time .
-
Say-on-Pay context
- Shareholders approved Say-on-Pay at the 2024 annual meeting; indicates baseline investor support for compensation practices (executive-focused but relevant for governance climate) .
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RED FLAGS
- None identified specific to Nancy Stuart: no hedging/pledging disclosures, no related-party transactions, no delinquent Section 16 filings noted for her (late filings cited pertained to other executives) .