William Fairey
About William Fairey
William Fairey, age 61, has served as an independent director of KalVista Pharmaceuticals since April 2024 and is a Class III director whose term expires at the 2027 annual meeting. He holds a B.S. in Biology from the University of Oregon and an M.B.A. from Saint Mary’s College, and brings deep commercial leadership experience in biopharma, including EVP/CCO and COO roles and regional/global commercialization track record .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyoKardia, Inc. | Executive Vice President & Chief Commercial Officer | Jan 2019 – Nov 2020 | Led commercial strategy ahead of BMS acquisition |
| ChemoCentryx, Inc. | Executive Vice President & Chief Operating Officer | Mar 2018 – Jan 2019 | Operations leadership |
| Actelion Pharmaceuticals US, Inc. | President | Apr 2013 – Dec 2017 | Built US commercial arm |
| Actelion Pharmaceuticals Ltd. | Regional VP, Australia Asia Pacific | Jul 2008 – Mar 2013 | Regional commercialization leadership |
| Actelion Pharmaceuticals Canada Inc. | President | Jun 2003 – Jun 2008 | Country leadership |
| Actelion Pharmaceuticals US, Inc. | VP, Sales & Management Markets | Jan 2001 – Jun 2003 | Sales leadership |
External Roles
| Organization | Role | Tenure Start | Notes |
|---|---|---|---|
| Ascendis Pharma, Inc. | Director | Sep 2022 | Public biopharma board |
| Aileron Therapeutics (formerly Lung Therapeutics) | Director | Dec 2023 | Public biopharma board |
| Mirum Pharmaceuticals | Director | Aug 2021 | Public biopharma board |
| Respira Therapeutics, Inc. | Director | N/A | Private company board |
Board Governance
- Class and term: Class III; term expires at 2027 annual meeting .
- Committee assignments: Compensation Committee member; Chair is Patrick Treanor .
- Independence: Board determined all directors other than CEO are independent under Nasdaq rules; executive sessions held regularly with only independent directors .
- Attendance: In FY2025, Board met 6 times; Compensation Committee met 1 time; none of the current directors attended fewer than 75% of aggregate Board and applicable committee meetings .
- Leadership structure: Independent Chairman (Brian Pereira) separate from CEO; Board conducts annual self-evaluations .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $42,500 | Standard non-employee director cash retainer |
| Compensation Committee member fee | $7,500 | Member (not Chair) |
| Committee chair fees | N/A | Not applicable to Fairey |
| Meeting fees | Not disclosed | Company reimburses reasonable out-of-pocket expenses |
| Total cash fees (FY2025) | $50,000 | As reported in Director Compensation Table |
Performance Compensation
| Equity Element | Detail | FY2025 Value/Units | Vesting/Terms |
|---|---|---|---|
| Initial appointment option | Automatic grant on appointment | 17,000 options | Vests monthly over 3 years |
| Annual director option | Automatic grant at annual meeting (≥1 year service) | 10,000 options | Vests monthly over 1 year |
| Option awards (grant-date fair value) | FY2025 reported value | $83,206 | ASC 718 fair value |
| Outstanding options (as of 4/30/2025) | Total grants outstanding | 27,000 options | Sum of initial + annual grants |
| Options exercisable within 60 days (as of 8/6/2025) | Beneficial ownership measure | 18,027 options | In-the-money/exercisable status window |
| Performance metrics tied to director equity | None disclosed | N/A | Time-based vesting; no PSU/TSR metrics noted |
Compensation Committee practices: The Committee (members: Treanor, Chair; Fairey) selects compensation peers and approves equity grants; retains Aon’s Human Capital Solutions as independent consultant; Aon provides only compensation-related services and was affirmed independent; Committee charter available on company website .
Other Directorships & Interlocks
| Company | Relationship to KALV | Potential Interlock/Conflict |
|---|---|---|
| Ascendis Pharma, Aileron Therapeutics, Mirum Pharmaceuticals | No disclosed transactions with KALV | No related-party transactions involving Fairey disclosed in proxy |
| Respira Therapeutics (private) | No disclosed transactions with KALV | No related-party transactions involving Fairey disclosed in proxy |
Expertise & Qualifications
- Commercial leadership: Extensive experience building and operating global biopharma commercial organizations (US, Canada, APAC) .
- Education: B.S. Biology (University of Oregon); M.B.A. (Saint Mary’s College) .
- Governance: Independent director with compensation committee experience; board self-evaluation participation .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| William Fairey | 0 [dash] | 18,027 | 18,027 | <1% (*) |
- Outstanding option awards held: 27,000 options as of April 30, 2025 .
- Hedging/Pledging: Anti-hedging policy prohibits derivatives/short sales; anti-pledging policy prohibits pledging without General Counsel approval; no pledging by Fairey disclosed .
Governance Assessment
- Independence and oversight: Fairey is independent under Nasdaq rules; Board separates CEO and independent Chairman; independent directors hold executive sessions—supports robust oversight .
- Committee effectiveness: Active member of Compensation Committee; use of independent consultant (Aon) with conflict checks—positive governance signal .
- Attendance and engagement: No director (including Fairey) fell below 75% attendance in FY2025; Board and committees met and used written consents—adequate engagement .
- Pay structure alignment: Director pay skewed to equity options with time-based vesting (no guaranteed bonuses/meeting fees disclosed), aligning incentives with shareholder value creation; FY2025 mix: $50,000 cash vs $83,206 options .
- Clawback and insider controls: Company-wide clawback policy compliant with SEC/Nasdaq and strict anti-hedging/anti-pledging—reduces behavioral risk .
- Related-party/transactions: Proxy details significant shareholder participation in offerings; no related-party transactions involving Fairey disclosed—no direct conflict flagged .
- Shareholder voice: Say-on-pay approved at 2024 annual meeting; annual advisory votes maintained—ongoing accountability, though percentage not disclosed in proxy section cited .
RED FLAGS
- None disclosed specific to Fairey: no attendance issues, no chair role conflicts, no related-party transactions, no pledging/hedging disclosed .
Notes on Policies Relevant to Board Quality
- Majority voting and resignation policy for directors in uncontested elections—enhances accountability .
- Indemnification agreements and D&O insurance in place—standard risk management .
- Audit Committee independence and pre-approval of auditor services; clear fee disclosure—financial oversight transparency .