Michael Vasconcelles
Kura OncologyAbout Michael J. Vasconcelles
Michael J. Vasconcelles, M.D., 61, is an independent, non‑employee director of Kura Oncology, appointed in September 2024 and serving as a Class III director with a term expiring at the 2026 annual meeting. He is a physician–executive with extensive oncology R&D leadership across Genzyme/Sanofi, Takeda Oncology, Unum Therapeutics, Flatiron Health, and ImmunoGen; he received both his B.A. and M.D. from Northwestern University. The Board places him on the Compensation Committee and has determined that Compensation Committee members satisfy Nasdaq independence requirements; the Company disclosed no related‑party transactions involving him upon appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmunoGen, Inc. (now part of AbbVie) | EVP & Head of Research, Development, and Medical Affairs | Dec 2022 – Jul 2024 | Executive leadership of R&D and medical affairs |
| Flatiron Health (Roche subsidiary) | Chief Medical Officer; Head of Medical & Scientific Organization | 2019 – 2022 | Led medical/scientific org in real‑world evidence/oncology tech |
| Unum Therapeutics (now Cogent Biosciences) | Chief Medical Officer | 2015 – 2019 | Public biotech CMO experience |
| Takeda Oncology (Millennium) | SVP & Global Head, Oncology Therapy Area Unit | 2012 – 2015 | Global oncology portfolio leadership |
| Sanofi (post‑Genzyme acquisition) | Head of Personalized Medicine & Companion Diagnostics, Transplant & Oncology | 2011 – 2012 | Diagnostics/personalized medicine leadership |
| Genzyme Corporation | Increasing roles to Group VP & Global Therapeutic Area Head (Transplant & Oncology) | 2000 – 2011 | Built/led transplant & oncology franchises |
| Harvard Medical School; Brigham and Women’s; Dana‑Farber | Clinical Instructor; Associate Physician | 1996 – 2021 | Academic/clinical oncology practice and teaching |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Molecular Partners AG (public, Switzerland) | Non‑executive Director | Apr 2020 | Clinical‑stage biopharma; adds external board exposure |
| Personalized Medicine Coalition | Board Member | 2012 | Non‑profit advocacy in precision medicine |
| Eastern New England American Cancer Society | Board Member | 2019 | Non‑profit governance; oncology community ties |
| Various Biopharma Companies | Scientific Advisory Boards (member) | N/A | Multiple SABs; industry connectivity |
Board Governance
- Committee assignments: Member, Compensation Committee (joined at appointment in Sep 2024). Not a chair.
- Committee structure & meetings in 2024: Audit (4 meetings), Compensation (5), Nominating & Corporate Governance (4).
- Independence: Board determined all committee members (including Compensation Committee) meet Nasdaq independence; all free of relationships impairing judgment.
- Compensation Committee interlocks: None; no related person transactions for Committee members in 2024.
- Attendance: Board met 11 times in 2024; each director attended at least 75% of the Board and applicable committee meetings during the portion of the year they served.
- Board leadership: CEO (Dr. Wilson) also serves as Chair; Board maintains a Lead Independent Director role (Faheem Hasnain) with defined responsibilities (executive sessions of independent directors, liaison with management).
Fixed Compensation
| Item | Amount/Term | Notes |
|---|---|---|
| Cash fees earned (FY 2024) | $14,250 | Pro‑rated for partial year after Sep 2024 appointment |
| Director annual cash retainer (policy) | $45,000 | Increased from $40,000 in Dec 2024 |
| Compensation Committee member retainer (policy) | $7,500 | Member-level annual retainer |
| Additional retainers (policy) | Lead Independent Director $27,500; Audit member $10,000; Comp Chair $7,500; NCG Chair $5,000; NCG member $5,000 | Policy schedule as of Dec 2024 |
Observation: 2024 cash vs equity for Dr. Vasconcelles was heavily equity‑skewed ($14,250 cash vs $879,006 option grant date value).
Performance Compensation
| Equity Award | Grant Size | Grant Date | Vesting | Valuation/Terms |
|---|---|---|---|---|
| Initial stock option (on appointment) | 52,000 options | Sep 13, 2024 | Vests annually over 3 years | Grants vest in full upon change in control; standard indemnification agreement executed |
| Pro‑rated “annual” stock option (on appointment) | 17,333 options | Sep 13, 2024 | Vests 100% on 1‑year anniversary | Single‑trigger change‑in‑control vesting |
| Annual director option (policy at appointment) | 26,000 options per annual meeting | Next annual meeting | Vests 100% after 1 year | As disclosed at Sep 2024 appointment |
| Annual director option (policy updated Dec 2024) | 28,500 options per annual meeting | Annual meeting following policy change | Vests 100% after 1 year | Updated Director Compensation Policy |
| Non‑employee director equity compensation (FY 2024) | Option awards grant date fair value $879,006 | FY 2024 | Time‑based vesting; no performance metrics | ASC 718 fair value; see 10‑K Note 11 for assumptions |
No director performance metrics are tied to equity; grants are time‑based options under the Amended 2014 Plan. Non‑employee director compensation is capped at $750,000 per annual period ($1,000,000 if first appointed mid‑cycle) under plan limits starting with the current annual period.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Related‑Party Notes |
|---|---|---|
| Molecular Partners AG (public) | Non‑executive Director | Kura disclosed no Item 404(a) related‑party transactions involving Dr. Vasconcelles at appointment; Compensation Committee interlocks: none. |
| Personalized Medicine Coalition; Eastern New England American Cancer Society | Board Member (non‑profit) | Non‑profit roles; no Kura related‑party disclosures. |
Expertise & Qualifications
- Deep oncology translational and late‑stage development leadership (Takeda Oncology SVP/Global Head; ImmunoGen EVP/Head of R&D/Medical Affairs).
- Data/real‑world evidence and oncology technology exposure (Flatiron Health CMO).
- Prior public company CMO experience (Unum Therapeutics/Cogent Biosciences).
- Academic/clinical grounding in oncology (Harvard/Brigham and Women’s/Dana‑Farber).
Equity Ownership
| Measure | Value | As‑Of/Notes |
|---|---|---|
| Beneficial ownership (common shares) | — shares; <1% | As of Mar 31, 2025; “—” indicates no shares beneficially owned (includes exercisable within 60 days) |
| Options outstanding | 69,333 options | As of Dec 31, 2024 (non‑employee director holdings) |
| Pledging/Hedging | Company policy prohibits short sales, options, hedging transactions, and margining by directors | Insider Trading Policy summary |
Governance Assessment
- Strengths: Independent director with significant oncology development experience; appointed to Compensation Committee; Board affirms independence; no related‑party transactions disclosed at appointment; attendance standards met (≥75% for all directors in 2024); strong insider trading policy prohibiting hedging/pledging.
- Compensation alignment: Director pay is predominantly equity via time‑based options; 2024 value skewed to options vs pro‑rated cash, aligning director incentives with equity value. Policy increased cash retainers and option sizes modestly in Dec 2024.
- Potential red flags to monitor:
- Single‑trigger change‑in‑control acceleration for director options (vests in full upon CIC), which some investors view as misaligned for directors.
- Combined CEO/Chair structure at Kura; mitigated by a defined Lead Independent Director role.
- Low current share ownership (no beneficial shares reported as of Mar 31, 2025) given recent appointment; options outstanding but unvested reduce immediate ownership “skin in the game.”