Kathleen Ford
Kura OncologyAbout Kathleen Ford
Kathleen Ford (age 78) is Chief Operating Officer at Kura Oncology, serving since August 2019 after consulting from January–August 2019. She previously led global clinical operations at Merck Serono (Merck KGaA), held VP Clinical Operations roles at Millennium Pharmaceuticals, and directed clinical operations at Alkermes; she holds an R.N. (Massachusetts General Hospital School of Nursing) and a B.S.N. (Fitchburg State College) . Pay‑versus‑performance disclosure indicates Kura’s 2024 TSR of 63.35 vs 118.23 for the Nasdaq Biotech Index and a net loss of $173,983k, contextualizing the company’s development‑stage profile and Ford’s pay alignment within this framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck Serono (Merck KGaA) | SVP, Head of Global Clinical Operations | 2012–May 2017 | Led clinical/development operations toward successful drug registrations in US & EU |
| Millennium Pharmaceuticals | VP, Clinical Operations | 2002–2009 | Led global operational management of clinical trial activities across all phases |
| Alkermes plc | Director, Clinical Operations | 1993–2002 | Managed clinical development for two product approvals |
| Kura Oncology | Consultant | Jan–Aug 2019 | Preceded appointment as COO; supported initial operational setup |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (current target) |
|---|---|---|---|---|
| Base Salary ($) | $480,000 | $499,200 | $519,168 | $539,935 (per employment agreement) |
| Target Bonus (% of Base) | 40% | 40% | 40% | 40% |
Summary Compensation (multi‑year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $480,000 | $499,200 | $519,168 |
| Discretionary Bonus | $50,400 | — | — |
| Stock Awards (RSUs/PSUs, grant‑date fair value) | $309,885 | $1,332,907 | $1,632,903 |
| Option Awards (grant‑date fair value) | $1,465,573 | $252,096 | $259,845 |
| Non‑Equity Incentive (Annual Cash Bonus) | $158,880 | $73,650 | $259,845 |
| All Other Compensation | $64,959 | $73,650 | $89,922 |
| Total | $2,529,697 | $2,157,853 | $2,501,838 |
Notes: “Stock Awards” reflect RSUs/PSUs valued under ASC 718; “Option Awards” reflect Black‑Scholes grant‑date value .
Performance Compensation
Annual Incentive (2024)
| Metric | Target ($) | Actual ($) | Corporate Weight | Individual Weight | Corporate Achievement | Individual Achievement |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | $207,667 | $259,845 | 75% | 25% | 133.5% overall bonus achievement | 100% (Ford) |
Performance Goals Framework (2024)
| Category | Base Weight | Stretch Weight | Base Achieved | Stretch Achieved | Total Contribution |
|---|---|---|---|---|---|
| Ziftomenib Monotherapy Registration | 30.0% | 30.0% | 30.0% | 10.0% (Breakthrough Therapy Designation) | 40.0% |
| Ziftomenib Registration – Continued | 20.0% | — | 20.0% | — | 20.0% |
| Ziftomenib Lifecycle Management | 25.0% | 10.0% | 19.5% | — | 19.5% |
| KO‑2806 Development | 20.0% | 15.0% | 19.0% | 10.0% (specified response rate) | 29.0% |
| Corporate Strategy | 5.0% | 20.0% | 5.0% | 20.0% (Kyowa Kirin partnership + $150m private placement) | 25.0% |
| Total | 100.0% | 75.0% | 93.5% base | 40.0% stretch | 133.5% |
Equity Awards (2024 structure and vesting)
| Executive | Stock Options (shares) | RSUs (shares) | Vesting Details |
|---|---|---|---|
| Kathleen Ford | 185,000 @ $15.36 (grant 1/2/2024) | — | Options vest 1/48 monthly over 4 years; RSUs (if granted) vest annually over 4 years |
Stock/Option Vests and Exercises (2024)
| Name | Options Exercised (#) | Value on Exercise ($) | RSUs Vested (#) | Value on Vest ($) |
|---|---|---|---|---|
| Kathleen Ford | — | — | 5,475 | $98,441 |
PSU Structure (granted in 2023)
- PSUs vest 1/6th upon achievement of six separate performance milestones plus service conditions; acceleration upon certain terminations in connection with change of control per severance terms .
Equity Ownership & Alignment
Beneficial Ownership (as of 3/31/2025)
| Holder | Shares Owned | Options/RSUs Exercisable within 60 days | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Kathleen Ford | 15,892 | 724,662 | 740,554 | <1% of 80,777,643 |
Outstanding Equity Awards (Ford, as of 12/31/2024)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | PSU Unearned (#) |
|---|---|---|---|---|---|---|---|
| 8/9/2019 | Stock Options | 215,625 | — | $19.43 | 8/8/2029 | — | — |
| 1/30/2020 | Stock Options | 45,393 | — | $11.86 | 1/29/2030 | — | — |
| 1/26/2021 | Stock Options | 137,083 | 2,917 | $32.80 | 1/25/2031 | — | — |
| 1/26/2022 | Stock Options | 124,687 | 46,313 | $14.15 | 1/25/2032 | 10,950 | — |
| 2/16/2023 | Stock Options | 84,791 | 100,209 | $11.99 | 2/15/2033 | — | — |
| 5/31/2023 | PSUs | — | — | — | — | — | 146,700 |
| 1/2/2024 | Stock Options | 42,395 | 142,605 | $15.36 | 1/1/2034 | — | — |
Alignment Policies and Pledging
- Anti‑hedging and anti‑pledging: Executives prohibited from short sales, options, hedging, margin, or pledging; trades only in window periods .
- No pledged shares: As of proxy date, no director or executive had pledged shares .
Employment Terms
Employment Agreement Highlights (Ford)
- At‑will; base salary increased to $539,935 for FY2025; target annual bonus 40% of base; commuting reimbursement to Boston with tax gross‑up .
- Severance and Change‑in‑Control (double‑trigger) policy (company‑wide terms summarised below) .
Potential Payments (as of 12/31/2024)
| Scenario | Severance ($) | Benefit Continuation ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / resignation for good reason, outside CIC window | $519,168 | $5,161 | — | $524,329 |
| Termination without cause / resignation for good reason, within 59 days before/on/within 12 months after CIC | $726,835 | $6,452 | $1,373,132 | $2,106,419 |
Policy detail (company standard):
- Outside CIC: 12 months base salary + up to 12 months COBRA .
- Within CIC window: 12 months base salary + target bonus + up to 12 months COBRA + full acceleration of outstanding equity .
- Definitions of “cause,” “good reason,” and “corporate transaction” provided within proxy .
Clawbacks
- Two policies: (1) April 2023 Clawback for fraud/willful misconduct leading to material restatement (recoup prior 3 years’ incentive compensation); (2) October 2023 SEC Rule 10D/Nasdaq‑compliant policy to recover erroneously paid incentive‑based compensation over prior 3 years .
Governance and Compensation Committee Context
- 2024 say‑on‑pay: ~92% approval; annual say‑on‑pay cadence continues .
- 2025 AGM (June 5, 2025): say‑on‑pay results For 63,155,796; Against 1,522,754; Abstain 91,695; Broker non‑votes 5,864,331 .
- Compensation consultant: Alpine Rewards; services include peer group development and market analyses .
- 2024 compensation peer group includes: Arcus (RCUS), Arvinas (ARVN), Caribou (CRBU), Cogent (COGT), Day One (DAWN), Deciphera (DCPH), Erasca (ERAS), IDEAYA (IDYA), IGM (IGMS), Inhibrx (INBX), Iovance (IOVA), iTeos (ITOS), Lyell (LYEL), Relay (RLAY), Replimune (REPL), Revolution Medicines (RVMD), SpringWorks (SWTX), Syndax (SNDX), Zentalis (ZNTL), Zymeworks (ZYME) .
Investment Implications
- Pay‑for‑performance: Ford’s 2024 bonus tied to rigorous clinical and strategic milestones (overall bonus factor 133.5% with 100% individual performance), emphasizing operational execution on ziftomenib and KO‑2806—key near‑term value drivers .
- Retention and selling pressure: Multi‑year option grants (1/48 monthly vest) and RSUs (annual vest) create ongoing vesting events; Ford had 5,475 RSUs vest and no option exercises in 2024, and holds significant in‑the‑money equity subject to double‑trigger acceleration—moderate selling pressure risk around vest dates, mitigated by anti‑hedging/pledging policy .
- Alignment: Beneficial ownership includes 724,662 options exercisable within 60 days (total 740,554 beneficial), but no pledging permitted and clawbacks in place—strong governance alignment for a development‑stage biotech facing net losses and below‑peer 2024 TSR .
- Change‑of‑control economics: Double‑trigger equity acceleration plus salary/bonus multiples can be meaningful ($2.1m modeled value at 12/31/2024), incentivizing management continuity through strategic transactions; commuting gross‑ups are a minor shareholder‑unfriendly element but limited in scope .
- Execution risk: Corporate achievements (Breakthrough Therapy Designation, specified response rates, partnership financing) support near‑term catalysts; however, persistent net losses highlight dependency on trial outcomes and regulatory milestones for value creation .