Timothy Pearson
About Timothy R. Pearson
Timothy R. Pearson is an independent director of Korro Bio, Inc. (KRRO), serving since completion of the Merger, and currently chairs the Audit Committee; he is designated as an SEC “financial expert.” He is also a member of the Compensation Committee. Pearson is Chief Executive Officer of Carrick Therapeutics (private oncology) and previously served as EVP/CFO of TESARO (2014–Feb 2019, acquired by GSK) and EVP/CFO/Treasurer of Catalyst Health Solutions (2011–2012, acquired by SXC). He is a Certified Public Accountant with dual B.S. degrees (University of Delaware; University of Maryland University College) and an M.S. in finance (Loyola College) . He is a Class II director with a term expiring at the 2027 annual meeting; the board determined in March 2025 that all directors except the CEO are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TESARO, Inc. | EVP & Chief Financial Officer | 2014–Feb 2019 (acquired by GSK) | Led finance during growth and sale to GSK |
| Catalyst Health Solutions | EVP, CFO & Treasurer | 2011–2012 (acquired by SXC) | Finance leadership through acquisition |
| MedImmune, Inc. | CFO & EVP | Prior to Catalyst Health Solutions | Senior finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrick Therapeutics (private) | Chief Executive Officer | Since July 2019 | Oncology operator leadership |
| GlycoMimetics, Inc. (Nasdaq: GLYC) | Director; Chairperson | Director since 2014; Chair since 2019 | Board leadership/chair |
| Ra Pharmaceuticals, Inc. (public) | Director (prior) | Until April 2020 (acquired by UCB) | Prior public board experience |
Board Governance
- Committee assignments: Audit Committee Chair (financial expert); Compensation Committee member. Nominating & Corporate Governance Committee membership does not include Pearson .
- Committee activity in 2024: Audit Committee met 5 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee did not meet in 2024 .
- Independence: Board determined in March 2025 that all directors except the CEO are independent under Nasdaq and SEC rules; Pearson is independent for Audit and Compensation under Rules 10A-3 and 10C-1 .
- Attendance: The full board met 8 times in 2024; each director attended at least 75% of aggregate board and committee meetings during their service period .
- Board structure: CEO and Chair roles are separated; chair leads executive sessions of independent directors and risk oversight by committee reporting .
Fixed Compensation
| Year | Cash Annual Retainer | Committee Chair Fees | Committee Member Fees | Total Cash Fees |
|---|---|---|---|---|
| 2024 | $40,000 (Board) | $15,000 (Audit Chair) | $5,000 (Comp Committee member) | $60,000 (Pearson) |
- Policy caps: Non-employee director compensation capped at $1,000,000 in first calendar year as director and $750,000 in other calendar years .
- Expenses: Reasonable out-of-pocket director meeting expenses reimbursed .
Performance Compensation
| Element | Grant Value | Vehicle | Vesting | Strike/Term | Notes |
|---|---|---|---|---|---|
| 2024 Annual Director Grant | $149,978 | Non-statutory stock options | Director Annual Grant vests in full by 1 year or next annual meeting; continued service required | Exercise price = FMV at grant; 10-year term | Under then-effective policy, annual award targeted $150,000 (capped at 8,000 shares) before March 2025 amendment |
| Initial Director Grant (policy) | — | Non-statutory stock options | Vests in equal annual installments over 3 years; continued service required | Exercise price = FMV; 10-year term | Post-March 2025: size = ~0.128% of outstanding shares; Annual = ~0.064% |
| Change of Control | — | Options | Full accelerated vesting upon sale of the company | — | Applies to Director Initial and Annual grants |
- 2024 Director Compensation (Pearson): Options grant-date fair value $149,978; total director compensation $209,978 .
- Performance metrics: No director performance metrics disclosed; grants are time-based options per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public boards | GlycoMimetics, Inc. (Director since 2014; Chair since 2019) |
| Prior public boards | Ra Pharmaceuticals, Inc. (until acquisition by UCB in Apr 2020) |
| Potential interlocks | KRRO board includes partners from Atlas Venture and NEA, both 5%+ holders; related-party disclosures reflect investments but no transactions attributed to Pearson personally |
Expertise & Qualifications
- Financial oversight: SEC-designated financial expert; extensive CFO experience in biopharma and PBM sectors .
- Credentials: CPA; B.S. in business administration (University of Delaware); B.S. in accounting (University of Maryland University College); M.S. in finance (Loyola College) .
- Strategic and governance: Experience in accounting, finance, strategic planning, leadership of complex organizations, and human capital management; audit chair leadership .
Equity Ownership
| As-of Date | Common Shares | Options (Beneficial within 60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| April 15, 2025 | — | 10,523 | 10,523 | <1% (asterisk in table) |
| December 31, 2024 | — | 21,190 (held) | 21,190 (held) | — |
- Anti-hedging/pledging: Company insider trading policy prohibits short sales, derivatives/hedging, margin borrowing, and pledging of company securities by directors and employees .
- Section 16 compliance: Company states all directors/executives met filing requirements timely for fiscal 2024 .
Governance Assessment
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Strengths:
- Audit Committee chaired by a seasoned CFO/CPA; designated SEC financial expert; committee met 5 times, indicating active oversight of financial reporting and related-party transactions .
- Independence affirmed in March 2025; Pearson serves on 100% independent Audit and Compensation Committees under Nasdaq/SEC criteria .
- Clear director pay structure aligns with market norms; cash equals board + committee retainers; equity awarded as options with time-based vesting and FMV strike; capped annual director compensation and no meeting fees (reduces pay inflation risk) .
- Anti-hedging/pledging policy enhances alignment; Section 16 compliance supports governance rigor .
-
Watch items:
- Change-of-control acceleration on director options (full vesting) can be viewed as a potential misalignment in M&A scenarios if not balanced by robust independence and fair process; common but worth monitoring .
- Multiple venture-affiliated directors (Atlas, NEA) are significant shareholders; while vetted for independence, potential perception of investor influence exists. No Pearson-specific related-party transactions disclosed .
-
Signals affecting investor confidence:
- Board structure separates CEO and Chair roles with committee-based risk oversight; Pearson’s audit chair role is central to integrity of reporting and related-party reviews .
- Consistent attendance threshold met across directors; committee cadence suggests engaged oversight .
- Director equity grants shifted in March 2025 from fixed-dollar to percentage-of-outstanding shares (0.064% annual; 0.128% initial), potentially moderating award size volatility and aligning dilution awareness with capital structure .
RED FLAGS: None disclosed for Pearson specifically (no related-party transactions, no hedging/pledging, no delinquent filings). Monitor COI in future financings given board investor affiliations, and the potential optics of option acceleration on change-of-control .
