Teresa Bair
Kura OncologyAbout Teresa Bair
Teresa Bair, J.D., age 54, has served as Kura Oncology’s Chief Legal Officer and Secretary since October 2021. She brings 25+ years of in-house and law firm experience, previously General Counsel & SVP, Administration at Athenex (2015–2021) and partner at Harris Beach PLLC (1999–2015). Education: J.D. from SUNY Buffalo School of Law; B.S. in Business Administration from Bowling Green State University . Current biography notes board roles at University at Buffalo Foundation, Bowling Green State University Foundation, and BirchBioMed Inc.; prior public board role at Infinite Group, Inc. (Jan 2022–Oct 2023) . Annual incentives are linked to corporate and individual goals; long-term equity includes options, RSUs and PSUs tied to clinical/regulatory milestones, aligning pay with execution on pipeline milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Athenex Inc. | General Counsel & SVP, Administration | 2015–2021 | Helped lead evolution from private preclinical-stage to public company; contributed to multiple NDA filings and an FDA approval |
| Harris Beach PLLC | Partner | 1999–2015 | Advised Fortune 500 and other clients on commercial litigation across diverse industries |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University at Buffalo Foundation | Director | Current (as of 2025) | Institutional governance and community engagement |
| Bowling Green State University Foundation | Director | Current (as of 2025) | Philanthropy and alumni network development |
| BirchBioMed Inc. (private) | Director | Current (as of 2025) | Biomedical company oversight |
| Infinite Group, Inc. (public cybersecurity) | Director | Jan 2022–Oct 2023 | Public board experience in cybersecurity |
| Western New York Women’s Foundation | Chair, Board of Directors | Current (as of 2024) | Regional leadership and advocacy |
| Varia Ventures; Buffalo Institute for Genomics & Data Analytics | Advisory Boards | Current (as of 2024) | Venture and genomics advisory roles |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $442,000 | $468,520 | 2024 base increased 6% vs 2023 |
| Target Bonus (% of base) | 40% | 40% | From employment agreement; unchanged |
| Target Bonus ($) | $176,800 | $187,408 | CD&A “Grants of Plan-Based Awards” tables |
| Actual Annual Incentive Paid ($) | $223,210 (paid Jan 2024) | $246,207 (paid Feb 2025) | Non-Equity Incentive Plan Compensation |
| All Other Compensation ($) | $40,175 | $30,294 | Footnote breakdown below |
All Other Compensation (FY2024) breakdown:
- 401(k) safe harbor contributions: $17,250
- Commuting expenses (incl. tax gross-up): $1,782 (gross-up $826)
- Payouts of unused vacation: $11,262
2025 base salary set to $491,946 per employment agreement .
Performance Compensation
Annual Incentive Structure
| Year | Metric | Weighting | Target | Actual | Payout Timing | Notes |
|---|---|---|---|---|---|---|
| 2024 | Corporate goals | 75% | Part of $187,408 target | Included in $246,207 actual | Feb 2025 | Goals set by Board; CEO has 100% corporate weighting; others 75/25 split |
| 2024 | Individual goals | 25% | Part of $187,408 target | Included in $246,207 actual | Feb 2025 | Assessed vs pre-set objectives and performance review |
| 2023 | Corporate goals | 75% | Part of $176,800 target | Included in $223,210 actual | Jan 2024 | 2023 targets disclosed; PSUs introduced in 2022/2023 |
| 2023 | Individual goals | 25% | Part of $176,800 target | Included in $223,210 actual | Jan 2024 | — |
2022 corporate goal categories (context for program design): ziftomenib milestones; FTI program milestones; corporate strategy; organizational/culture goals .
Equity Awards
| Grant Date | Instrument | Shares/Units | Strike Price | Grant-Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| 1/2/2024 | RSU | 46,250 | — | 710,400 | 25% annually over 4 years | Time-based |
| 1/2/2024 | Stock Options | 92,500 | $15.36 | 816,451 | Monthly over 4 years | Time-based |
| 2/16/2023 | RSU | 23,125 | — | 277,269 | 25% annually over 4 years | Time-based |
| 2/16/2023 | Stock Options | 138,750 | $11.99 | 999,680 | Monthly over 4 years | Time-based |
| 5/31/2023 | PSU | 146,700 | — | Not included (not probable at grant) | 1/6th per milestone; each tranche vests then 1-year anniversary tranches | NDA approval in AML; initiation of AML registration-enabling combo trial; initiation of Phase 2 FTI+targeted therapy |
Option/RSU vesting acceleration occurs on certain terminations in connection with change of control per plan and agreements .
2024 Realization
| Name | Option Exercises (Shares/$) | Stock Awards Vested (Shares/$) |
|---|---|---|
| Teresa Bair, J.D. | None | 5,781 shares; $103,942 value realized on vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 304,034 shares; less than 1% of 80,777,643 shares outstanding (as of Mar 31, 2025) |
| Outstanding Equity (12/31/2023) | Options: 10/18/2021 grant 104,000 exercisable / 88,000 unexercisable at $17.51; 2/16/2023 grant 28,906 exercisable / 109,844 unexercisable at $11.99; RSUs: 23,125 unvested; PSUs: 146,700 unearned |
| Pledging/Hedging | Prohibited for executives under insider trading policy (including short sales, puts/calls, hedging, margin, pledges) |
| Trading Windows | Executives may trade only during specified window periods |
| Ownership Guidelines | Not disclosed |
| In-the-Money Option/RSU Acceleration (CoC Scenario as of 12/31/2024) | $1,831,661 value would accelerate if terminated in CoC window, based on $8.71 stock price |
Employment Terms
| Term | Provision |
|---|---|
| Employment Start | October 2021 |
| Status | At-will; either party may terminate at any time, with or without cause |
| Base Salary | $491,946 for FY2025 |
| Target Bonus | 40% of base salary |
| Sign-on Bonus | $125,000 at commencement |
| Commuting Reimbursement | Reimbursed commuting expenses to Boston office, inclusive of tax gross-up |
| Clawback | Company maintains compensation recoupment (clawback) policy |
| Severance (No CoC; termination without cause/good reason outside CoC window) | 12 months base salary; up to 12 months COBRA |
| Severance (CoC double-trigger; terminated within 59 days before/on/within 12 months after CoC) | 12 months base salary; full target bonus; up to 12 months COBRA; accelerated vesting of all outstanding stock awards |
Potential Payments as of 12/31/2024:
| Scenario | Severance ($) | Benefit Continuation ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason (outside CoC window) | 468,520 | 15,958 | — | 484,478 |
| Termination w/o Cause or Good Reason (within 59 days before/on/within 12 months after CoC) | 655,928 | 19,948 | 1,831,661 | 2,507,537 |
Compensation Structure Analysis
- Pay mix emphasizes at-risk equity and cash incentives; large 2024 equity grants (RSUs $710k; options $816k) alongside cash bonus $246k reflect alignment to long-term value creation .
- Introduction of PSUs in 2022/2023 adds explicit performance linkage to clinical milestones (NDA, registration-enabling trial initiation, Phase 2 initiation), distributing vesting 1/6th per milestone and anniversary, enhancing retention and execution incentives .
- No option reprisings or modifications for NEOs in 2024 and 2023, indicating governance discipline on equity risk sharing .
- Annual bonus outcomes exceeded targets in 2023 and 2024 (actual > target), reflecting Compensation Committee’s holistic assessment of corporate and individual performance .
Investment Implications
- Alignment: Equity-heavy pay and milestone-tied PSUs tightly couple compensation to regulatory and clinical execution, which should reinforce focus on NDA approval and registration-enabling trials; anti-hedging/pledging policy mitigates misalignment risk .
- Retention and CoC economics: Double-trigger CoC provisions with full acceleration plus 1x salary and 1x target bonus create robust retention until change events, but imply potential acceleration supply of 1.83M equity value upon termination in CoC window .
- Ownership and selling pressure: Beneficial ownership of 304,034 shares (<1%) and ongoing RSU vesting (5,781 shares vested, $103,942 in 2024) point to steady but measured equity inflow; no 2024 option exercises reduce near-term selling pressure from exercises .
- Cash elements and governance: Modest commuting tax gross-ups and clear clawback policy indicate balanced governance posture; absence of pension/deferred comp and no repricing support shareholder-friendly practices .