Thomas Malley
Kura OncologyAbout Thomas Malley
Independent director since October 2015 (age 56). President of Mossrock Capital, LLC since 2007; previously portfolio manager of Janus Global Life Sciences Fund (1999–2007) and equity analyst at Janus (1991–1998). B.S. in Biology from Stanford University. Current tenure ~10 years on Kura’s board; classified as independent by the Board under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janus Mutual Funds | Portfolio Manager, Global Life Sciences Fund; Led healthcare team | 1999–2007 | Led analysts; sector specialization |
| Janus Mutual Funds | Equity Analyst (healthcare/biotech) | 1991–1998 | Research coverage |
| Mossrock Capital, LLC | President | 2007–present | Private investment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kiniksa Pharmaceutical Corp. | Director | 2016–present | Public biopharma |
| BeiGene, Ltd. | Director | 2016–Jan 2024 | Public biotech; stepped down Jan 2024 |
| LincSwitch Therapeutics, Inc. | Director | Sep 2024–present | Privately held |
| Project C.U.R.E. | Chair of Board | n/a | Non-profit medical relief |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Malley is independent .
- Committees (2024 activity and roles):
- Audit Committee member; committee met 4 times in 2024 .
- Nominating & Corporate Governance (NCG) Committee chair; committee met 4 times in 2024 .
- Attendance: The Board met 11 times in 2024; each director attended ≥75% of board and committee meetings .
- Board leadership: CEO is Chairman; Lead Independent Director role established (Faheem Hasnain) with defined responsibilities; independent directors meet in executive sessions .
- Skills matrix: Malley recognized for Financial expertise, M&A experience, and other public company board service .
Fixed Compensation
| Component | Amount | Basis/Policy |
|---|---|---|
| Annual cash retainer | $45,000 | Director Compensation Policy (amended Dec 2024) |
| Audit Committee member fee | $10,000 | Policy |
| NCG Committee chair fee | $5,000 | Policy |
| Total 2024 cash fees | $60,000 | Reported for Malley |
Performance Compensation
| Equity Element | Grant Size | Vesting | 2024 Grant Fair Value |
|---|---|---|---|
| Annual non-employee director stock option | 28,500 shares at annual meeting | Vests in full on 1-year anniversary | Included in $341,071 reported option value for Malley |
| Initial non-employee director stock option (for new directors) | 57,000 shares | Vests annually over 3 years | n/a for Malley in 2024 |
| RSUs/PSUs for directors | None outstanding as of 12/31/2024 | n/a | n/a |
Notes:
- 2024 director option awards for Malley had aggregate grant date fair value of $341,071; total director compensation $401,071 (including cash fees) .
- Plan provisions prohibit option repricing without shareholder approval; awards subject to clawback policies adopted in 2023/2024 .
Other Directorships & Interlocks
| Company | Sector Overlap with Kura | Potential Interlock/Conflict |
|---|---|---|
| Kiniksa Pharmaceutical Corp. | Biopharma; different indications from Kura oncology focus | No Kura-disclosed related-party transactions with Kiniksa |
| BeiGene, Ltd. (past) | Oncology/biotech | Service ended Jan 2024; no Kura-disclosed transactions |
| LincSwitch Therapeutics, Inc. | Private; therapeutic tech | No Kura-disclosed transactions |
| Project C.U.R.E. (non-profit) | Non-profit | Not a commercial counterparty |
Expertise & Qualifications
- Financial and M&A experience from decades in healthcare public markets and investment management .
- Public company governance experience across multiple biopharma boards .
- Sector knowledge in healthcare/biotech investing; Bachelor’s in Biology (Stanford) .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 310,557 shares | <1% of outstanding shares |
| Ownership as % of shares outstanding | ~0.38% | 310,557 / 80,777,643 shares outstanding as of 3/31/2025 |
| Direct/Indirect holdings | 139,557 shares owned by Mossrock Capital, LLC; Malley is President (voting/investment power) | |
| Options exercisable within 60 days | 171,000 shares | |
| Total director options outstanding (12/31/2024) | 197,000 shares; implies ~26,000 unexercisable at that date | |
| Shares pledged as collateral | None; company discloses no pledging by any director/officer as of proxy date | |
| Hedging/Margin policy | Prohibits hedging, short sales, and margin in company securities |
Governance Assessment
- Board effectiveness: Malley chairs the NCG Committee and serves on Audit—positions central to director nomination, governance policies, and financial oversight. 2024 committee cadence (Audit 4; NCG 4) suggests regular engagement; board-wide attendance ≥75% indicates adequate participation .
- Independence & alignment: Affirmed independent; equity ownership via options and Mossrock aligns interests, with no pledging and anti-hedging protections in place .
- Compensation structure: Cash fees modest; majority of director pay via options that vest in one year, reinforcing equity alignment; non-employee director compensation capped ($750k annual; $1,000k for first-year appointments) .
- Potential conflicts: Mossrock’s direct share ownership disclosed; no related-party transactions involving Malley reported; multiple external biopharma boards increase network breadth but no disclosed interlocks with Kura transactions .
- Shareholder signals: Annual say-on-pay support at ~92% in 2024 indicates broad investor approval of compensation governance, though this pertains to executives; positive overall governance sentiment .
RED FLAGS: None disclosed specific to Malley. No pledging/hedging; no related-party transactions; no option repricing; independence affirmed .
Fixed Compensation (Detail)
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $60,000 | $45k base retainer + $10k Audit member + $5k NCG chair per policy |
Performance Compensation (Detail)
| Year | Option Awards (Grant Date Fair Value) | Notes |
|---|---|---|
| 2024 | $341,071 | Annual option grant per policy; vests in 1 year |
Related Party Transactions
- None disclosed involving Malley. Related party section discusses executive arrangements and investor private placement participants; Malley/Mossrock not listed among those transactions .
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 4 meetings |
| Nominating & Corporate Governance Committee | Chair | 4 meetings |
Attendance & Engagement
- Board met 11 times in 2024; all directors attended ≥75% of board and assigned committee meetings .
- Independent directors hold regular executive sessions; Lead Independent Director framework in place .