Carol Schafer
Kura OncologyAbout Carol Schafer
Carol Schafer (age 61) is an independent director of Kura Oncology, serving since June 2021. She is Managing Partner of Hyphen Advisors (since 2018), and previously held senior capital markets and finance roles at Wells Fargo Securities (Vice Chair, Equity Capital Markets), J.P. Morgan (Managing Director, ECM), and Lexicon Pharmaceuticals (VP Finance & Business Development). She holds an MBA from NYU Stern and a BA from Boston College . The board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyphen Advisors, LLC | Managing Partner | 2018–present | Advisory leadership focused on capital markets |
| Wells Fargo Securities | Vice Chair, Equity Capital Markets | 2007–2018 | Led ECM origination/execution in biotech/pharma |
| J.P. Morgan | Managing Director, Equity Capital Markets | Not disclosed (prior to 2003) | Senior ECM leadership |
| Lexicon Pharmaceuticals | VP, Finance & Business Development | 2003–2007 | Corporate finance and BD for public biotech |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Insmed Incorporated | Director | Apr 2020–present | Public biopharma |
| Repare Therapeutics Inc. | Director | 2019–present | Public oncology company |
| Immunome, Inc. | Director | Jan 2024–present | Public biotech |
| Idera Pharmaceuticals, Inc. | Director | 2018–Sep 2022 | Former public biopharma |
| Five Prime Therapeutics, Inc. | Director | 2019–Apr 2021 | Company acquired by Amgen |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined all directors other than the CEO are independent; Schafer is independent |
| Committees | Audit Committee (Chair; Audit Committee financial expert); Nominating & Corporate Governance Committee member |
| Attendance | Board met 11x in 2024; all directors attended ≥75% of Board/committee meetings; Schafer attended 100% of Audit Committee meetings since appointment (Board highlights her AC engagement) |
| Audit Committee workload | Schafer sits on four public company audit committees (including Kura); Board assessed and concluded no negative impact given her expertise and 100% attendance |
| Lead Independent Director | Faheem Hasnain (not Schafer); independent directors meet regularly in executive session |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $65,000 |
| Option awards (grant-date fair value) | $341,071 |
Policy reference (for context):
- Annual director cash retainer $45,000; Lead Independent Director +$27,500; committee member retainers: Audit $10,000, Compensation $7,500, Nominating $5,000; committee chair retainers: Audit $10,000, Compensation $7,500, Nominating $5,000 .
- Director compensation cap: $750,000 per annual period ($1,000,000 if first appointed mid-cycle) .
Performance Compensation
Directors receive equity via time-based stock options under the director compensation policy.
| Equity element | Grant cadence and vesting | Notes |
|---|---|---|
| Initial option grant | 57,000 options at Board appointment; vests annually over 3 years | |
| Annual option grant | 28,500 options at each annual meeting (increased from 26,000 in Dec 2024); vests in full on 1-year anniversary | |
| CIC treatment | Director options vest in full upon a change of control; 10-year term; 12-month post-termination exercise (non-cause) |
Performance metric table (directors):
| Metric category | Disclosure |
|---|---|
| Financial/operational performance metrics tied to director pay | Not applicable – director equity awards are time-based; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Board/Committee Interlocks | Notes |
|---|---|---|
| Kura Oncology | Audit Committee Chair; Nominating & Corporate Governance Committee | Sits on four public company audit committees in total; Board concluded no impairment of service |
| Insmed; Repare; Immunome | Director | Public biopharma/oncology; no related-party transactions with Kura disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert as defined by SEC; meets Nasdaq financial sophistication requirements .
- Deep capital markets and ECM experience; biopharma corporate finance and BD background; investor relations and capital raising expertise .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (incl. exercisable within 60 days) | 118,000 shares (via stock options exercisable within 60 days) |
| Percent of common shares outstanding | <1% (noted as less than 1%) |
| Outstanding options (12/31/2024) | 144,000 options outstanding (aggregate) |
| Shares pledged as collateral | None pledged by any director or executive officer as of the proxy date |
Notes:
- Awards are subject to the company’s clawback provisions under the Amended 2014 Plan and related policies adopted to comply with SEC Rule 10D-1 and Nasdaq standards .
Governance Assessment
- Strengths: Independent director with significant capital markets and biopharma finance expertise; Audit Committee Chair and SEC-designated financial expert; documented 100% Audit Committee attendance; no related-party transactions disclosed; anti-hedging/anti-pledging policies in place .
- Alignment: Receives standard non-employee director equity in options with defined vesting; modest beneficial ownership via options; director pay policy includes caps and standardized grant sizes; CIC acceleration for director options disclosed .
- Potential RED FLAGS/Risks: Audit “overboarding” risk given service on four public company audit committees; Board explicitly evaluated and supports her continued service citing expertise and engagement, but some investors may nonetheless scrutinize workload and interlocks . Director options fully accelerate upon change in control, which some governance frameworks view less favorably, though disclosure is clear .