Andrew Oxtoby
About Andrew Oxtoby
Andrew Oxtoby (age 51) is President & CEO of Kalaris Therapeutics and a Class II director, roles he has held since the March 18, 2025 merger closing; he previously served as CEO of Legacy Kalaris since March 2024 and brings senior commercial and operating experience from Aimmune, Chinook Therapeutics and Eli Lilly. He holds a B.S. in Mechanical Engineering (Purdue) and an MBA (Harvard) . Under his tenure, Kalaris advanced TH103 through an ongoing Phase 1a (initial data targeted by year-end 2025) and initiated a Phase 1b/2 dose-finding study, with cash, cash equivalents and short-term investments of $77.0M at 9/30/25 and runway into 2027; the company remains pre-revenue with net losses typical of a clinical-stage biotech .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kalaris Tx (Legacy Kalaris) | President & CEO, Director | 2024–Mar 2025 | Led TH103 program into clinical; guided merger into publicco platform . |
| Chinook Therapeutics (acquired by Novartis) | Chief Commercial Officer | Feb–Sep 2023 | Prepared commercial strategy prior to acquisition by Novartis . |
| Aimmune Therapeutics (acquired by Nestlé Health Science) | CEO; prior CCO | CEO Oct 2020–Dec 2022; CCO Jan 2019–Sep 2020 | Led post-acquisition operating integration and commercialization efforts . |
| Eli Lilly | Various leadership roles incl. VP U.S. Connected Care & Insulins | 2002–2018 (VP role May–Dec 2018) | Broad commercial leadership across insulin and connected care businesses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company directorships disclosed in proxy . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus ($) |
|---|---|---|---|
| 2025 (post-merger) | 569,100 | 55% | n/a (performance period in progress) . |
| 2024 (Legacy Kalaris; prorated) | 394,160 | n/d | 176,856 (performance-based) . |
Performance Compensation
- Annual bonus framework
- 2025 CEO target bonus set at 55% of base; specific metrics/weighting not disclosed .
- Equity awards and vesting
- Legacy Kalaris stock options (assumed by KLRS at merger): 2,364,143 options granted May 28, 2024 at $0.17 exercise price; vesting 25% on first anniversary, then monthly over 36 months (1/48th monthly) subject to service .
- Option grant value recorded in 2024: $1,388,585 (FASB ASC 718 fair value) .
| Instrument | Grant date | # Awards | Strike | Vesting schedule | Fair value ($) |
|---|---|---|---|---|---|
| Stock options (Legacy Kalaris; assumed by KLRS) | May 28, 2024 | 2,364,143 | 0.17 | 25% at 1-year; then monthly (1/48th) | 1,388,585 (2024 option awards) . |
Notes:
- 2025 equity grant details at KLRS were not disclosed in the proxy; time-based options outstanding continue vesting post-merger per plan assumptions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 168,800 shares underlying options exercisable within 60 days of June 25, 2025; <1% of shares outstanding (fn 2). |
| Vested vs unvested | As of 12/31/24, Oxtoby’s May 2024 option grant was unexercisable; first 25% cliff vest occurred on the one-year anniversary (May 2025), then monthly thereafter per 1/48th schedule . |
| Ownership guidelines | No executive stock ownership guidelines disclosed . |
| Hedging/pledging | Company policy prohibits derivative transactions and pledging of company stock by directors and executive officers . |
| Clawback | Incentive compensation recoupment policy adopted Oct 26, 2023 (SEC/Nasdaq compliant) . |
Potential insider selling pressure indicators:
- The May 2024 option grant has ongoing monthly vesting following the May 2025 cliff; combined with standard trading blackout windows, this can create periodic liquidity windows for option exercises/sales. No Form 4 sales are cited here; analysis based solely on disclosed vesting cadence .
Employment Terms
| Provision | Terms for CEO (Oxtoby) |
|---|---|
| Employment agreement date | April 10, 2025 . |
| Base/bonus | $569,100 base; 55% target bonus . |
| Non‑CIC termination (without cause / for good reason) | 12 months’ base salary continuity; up to 12 months company-paid COBRA, subject to release and restrictive covenants . |
| CIC double-trigger window | If termination without cause/for good reason within 3 months prior to or 12 months after a change in control: 18 months’ base salary; lump-sum 150% of target bonus; up to 18 months COBRA; full acceleration of time-based unvested equity . |
| At‑will; restrictive covenants | Agreement references compliance with “restrictive covenant agreements”; employment otherwise at-will (no fixed term disclosed) . |
| Clawback | Company-wide policy applies (see above) . |
| Tax gross‑ups | No tax gross‑ups disclosed . |
Board Governance
| Attribute | Detail |
|---|---|
| Board seat | Class II director; nominated for election at 2025 annual meeting; term to 2028 if elected . |
| Committees | Not listed as a member; Audit chaired by Leone Patterson; Compensation chaired by Michael Dybbs; Nominating/Governance chaired by Srinivas Akkaraju . |
| Leadership structure | Chair (David Hallal) and CEO roles are separated . |
| Independence | Company determined five directors independent; CEO (Oxtoby) not independent by definition . |
| Controlled company status | Samsara BioCapital L.P. holds majority voting power; KLRS relies on Nasdaq “controlled company” exemptions (e.g., compensation committee not entirely independent; nominations by a committee not entirely independent) . |
| Attendance | Directors in office during 2024 attended ≥75% of board/committee meetings . |
Board service implications:
- Separation of Chair/CEO mitigates concentration of authority, but controlled-company status and a not-fully independent compensation committee elevate governance and pay-setting risk. Dual role (CEO + director) is standard; not holding the chair reduces independence concerns relative to CEO/Chair combos .
Performance & Track Record
- Strategic execution: Completed AlloVir merger to form KLRS and re-listed under new ticker; advanced TH103 with Phase 1a initial data targeted by year-end 2025; initiated Phase 1b/2 dose-finding trial; selected KBI Biopharma as CDMO; hired CFO; opened NJ headquarters .
- Financial posture: Cash, cash equivalents and short-term investments of $77.0M at 9/30/25; company guides runway into 2027; remains pre-revenue and loss-making as a clinical-stage biotech .
- Risk factors: Material weaknesses in internal control over financial reporting identified; significant dependence on TH103; need for additional capital over time .
Director Compensation (context)
- Non-employee director policy (post-merger): $40,000 annual board retainer (Chair additional $110,000); committee retainers; initial option grant 18,000 shares vesting monthly over three years (accelerates on CoC); annual 9,000-share option from 2026 meeting. As CEO, Oxtoby would not receive non-employee director compensation .
Related Party & Alignment Considerations
- Majority owner: Samsara BioCapital L.P. beneficially owns 61.21% of common stock; Akkaraju (Samsara GP) and Dybbs (Samsara partner) serve on the board; controlled-company structure in place .
- Royalty obligation to Samsara: KLRS recorded a $32.1M long-term royalty obligation to Samsara (low single-digit tiered royalty on net sales related to UCSD-licensed technology) in exchange for repurchasing founder shares; introduces a related-party economic claim on future product sales .
Investment Implications
- Pay-for-performance alignment: CEO’s equity is primarily in options with multi-year vesting; 2025 cash pay (base + 55% target bonus) is moderate for pre-revenue biotech; bonus metrics not disclosed, reducing transparency. Double-trigger CIC package (18 months base + 150% target + equity acceleration) is competitive but not excessive, balancing retention and change-of-control incentives .
- Vesting/supply overhang: Large May 2024 option grant (25% cliff vested around May 2025; monthly thereafter) can create periodic insider liquidity windows; monitor Form 4s around post-earning blackout expiries for potential selling pressure signals .
- Governance risk: Controlled-company exemptions and related-party royalty obligations elevate governance/related-party risk; compensation committee not entirely independent may affect pay rigor; however, separation of Chair/CEO and a formal clawback policy partially mitigates risk .
- Execution focus and catalysts: Near-term readout from Phase 1a by year-end 2025 and ongoing Phase 1b/2 enrollment are key stock drivers; cash runway into 2027 supports execution absent immediate financing; material weaknesses and concentration risk in a single asset are notable downside factors .