Troy Wilson
Kura OncologyAbout Troy Wilson
Troy E. Wilson, Ph.D., J.D. (age 56) is Co‑Founder, Chairman, President and Chief Executive Officer of Kura Oncology; he has served as CEO since 2014, Chairman since March 2015, and has also served as Kura’s principal financial officer since February 2022 . He holds a J.D. from New York University and a Ph.D. in bioorganic chemistry and B.A. in biophysics from UC Berkeley . Under his leadership, Kura submitted an NDA for ziftomenib (NPM1‑mut AML) on March 31, 2025, entered a global collaboration with Kyowa Kirin, and ended 2024 with $727.4 million in cash, cash equivalents and short-term investments . Over 2020–2024, Kura’s TSR moved from 237.53 to 63.35 on a $100 base while net losses remained substantial (2024 net loss: $173.983 million), underscoring clinical progress amid ongoing investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intellikine, Inc. | President & CEO; Director | 2007–2012 | Led company to acquisition by Takeda; oncology discovery/development leadership . |
| Araxes Pharma LLC | President & CEO | 2012–2019 | Company leadership; currently Executive Chairman & Sole Manager . |
| Avidity Biosciences, Inc. | President & CEO (private) | 2012–2019 | Built platform pre‑IPO; later became public; continued board leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Avidity Biosciences, Inc. | Chairman; Director | 2019–present (Chairman); Director since 2012 | Public biopharma; ongoing board leadership . |
| Puma Biotechnology, Inc. | Director | 2013–present | Public biopharma; long‑standing board service . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 621,000 | 645,900 | 671,736 |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Actual Annual Incentive Paid ($) | 262,994 | 479,581 | 538,061 |
- 2025 updates: base salary increased to $700,000; target bonus remains 60% .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
- CEO weighting: 100% corporate goals; maximum payout 150% of target; overall achievement certified at 133.5% .
| Metric | Base Weight | Stretch Weight | Base Achieved | Stretch Achieved | Notes |
|---|---|---|---|---|---|
| Ziftomenib Monotherapy Registration (part 1) | 30.0% | 30.0% | 30.0% | 10.0% | Breakthrough Therapy Designation secured . |
| Ziftomenib Monotherapy Registration (part 2) | 20.0% | — | 20.0% | — | NDA preparedness and completion steps . |
| Ziftomenib Lifecycle Management | 25.0% | 10.0% | 19.5% | — | Combination trials, lifecycle advancement . |
| KO‑2806 Development | 20.0% | 15.0% | 19.0% | 10.0% | Response rate in combo cohort achieved . |
| Corporate Strategy | 5.0% | 20.0% | 5.0% | 20.0% | Kyowa Kirin partnership; $150m private placement . |
| Total | 100.0% | 75.0% | 93.5% | 40.0% | Overall payout: 133.5% . |
Long‑Term Incentive (Equity)
| Award Type | Grant/Status | Number | Vesting | Performance Conditions | Notes |
|---|---|---|---|---|---|
| Stock Options (Annual) | 1/2/2024 grant | 560,000 | 1/48 monthly over 4 years | Time‑based | Exercise price $15.36; fair value $4,942,840 . |
| PSUs (Company‑wide 2023) | 5/31/2023 grant | 547,500 | 1/6 per achieved milestone with service | Robust goals incl. FDA approval of NDA for ziftomenib (AML), initiation of registration‑enabling combo trial, and Phase 2 of proprietary FTI + targeted therapy | Unvested PSU value reference at 12/31/24: $4,768,725 at $8.71/sh . |
- 2024 option exercises: Wilson exercised 91,052 options in 2024 (realized value $1,234,936 on exercise) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,807,964 shares (3.4% of outstanding) . |
| Composition | 968 shares directly; 279,194 via One Fish Two Fish Revocable Trust; 300,000 via Lorax Charitable Remainder Unitrust; 2,227,802 shares acquirable within 60 days via options . |
| Pledging/Hedging | No shares pledged by any director or executive officer; hedging and pledging prohibited by policy . |
| Insider Activity | 2024 option exercises of 91,052 shares; value realized on exercise $1,234,936 (exercise spread basis) . |
| Ownership Guidelines | Not disclosed for executives; anti‑hedging/pledging and window period policies in place . |
Employment Terms
- Current terms (amended through April 2024): 2025 base salary $700,000; 2025 target bonus 60% of base; commuting reimbursements with tax gross‑up; at‑will employment .
- Severance (non‑CIC): if terminated without cause or resigns for good reason (outside CIC window): 12 months base salary + up to 12 months COBRA .
- CIC (double trigger: within 59 days before, on, or within 12 months after a corporate transaction): 18 months base salary + 150% of target bonus + up to 18 months COBRA + full acceleration of all unvested equity .
- Illustrative CIC economics at 12/31/24 prices: total $6.388 million including $4.769 million accelerated equity value at $8.71/sh; severance/benefits $1.620 million .
- Clawbacks: separate policies adopted April 2023 and October 2023 permit recoupment for restatements, fraud or willful misconduct; compliant with SEC/Nasdaq rules .
- Perquisites: commuting expenses reimbursed with tax gross‑ups; 401(k) safe harbor contributions; no pension/SERP; anti‑hedging/pledging enforced .
Board Governance (Director Service, Committees, Dual‑Role Implications)
- Service: Director since 2014; Chairman since March 2015; not independent (all other directors are independent) .
- Leadership structure: CEO and Chairman roles combined; Board cites benefits of unified leadership; mitigated by a Lead Independent Director (Faheem Hasnain) with defined authorities (executive sessions, agenda input, liaison, resource access) .
- Committee roles: Wilson is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees (all committees comprised of independent directors) .
- Board activity/attendance: Board held 11 meetings in 2024; all directors attended ≥75% of Board and committee meetings .
- Say‑on‑pay: 2024 approval ~92% support, indicating strong shareholder backing of compensation program .
Director Compensation (Context)
- Wilson is an employee director; non‑employee director compensation (retainers and options) does not apply to him; director compensation program caps annual value and accelerates options upon change of control .
Performance & Track Record (Selected Highlights 2024–early 2025)
- Submitted NDA for ziftomenib (NPM1‑mut relapsed/refractory AML); BTD granted; positive Phase 2 topline and Phase 1 data published; launched Kyowa Kirin collaboration; $727.4m year‑end 2024 liquidity .
- KO‑2806 advanced into combinations; preclinical data supported combo potential with KRASG12C and pan‑RAS inhibitors .
- TSR context and profitability: 2024 TSR index 63.35 vs peer index 118.23; 2024 net loss $173.983m (investment phase) .
Compensation Structure Analysis (Signals)
- At‑risk mix: Equity and bonus comprise the majority of pay; 2024 salary+bonus represented ~19% of total CEO compensation, reinforcing pay‑for‑performance orientation .
- AIP outcomes: Above‑target payout (133.5%) reflected stretch achievements (BTD, partnership, financing) alongside base goal execution, suggesting balanced target rigor with recognition of strategic milestones .
- LTI design: Heavy use of stock options (performance‑sensitive) plus milestone‑based PSUs tied to value‑creating regulatory and development catalysts (e.g., NDA approval and registration‑enabling trials) .
- Shareholder alignment/controls: No option repricing without shareholder approval; anti‑hedging/pledging; robust clawbacks; no evergreen in 2014 Plan (stockholder approval required for increases) .
- Dilution awareness: 2024 gross burn rate 4.9% (down YoY) with rising full dilution as the company scales talent base ahead of launch; Board seeks additional shares for the Amended 2014 Plan (increase by 4.75m) .
Risk Indicators & Red Flags
- Dual role (CEO + Chair): Governance mitigated by Lead Independent Director; Wilson is not independent .
- Change‑of‑control economics: Double‑trigger with full acceleration and elevated cash multiples for CEO (18 months salary, 150% target bonus) create potential windfall optics; monitor in M&A scenarios .
- Perquisite tax gross‑ups: Provided for commuting reimbursements (shareholder‑unfriendly optics though limited in scope) .
- Equity plan overhang: As of 3/31/2025, 17.9m options outstanding at $15.41 WA exercise; pre‑funded warrants outstanding; share reserve increase sought—monitor dilution and grant pacing .
- Insider activity: 2024 option exercises indicate liquidity events; continue monitoring Form 4s around regulatory catalysts and NDA milestones .
Equity Ownership & Major Holders (Context)
- Wilson 3.4% beneficial ownership; top holders include BlackRock (9.8%), BVF Partners (8.4%), Armistice (7.2%), Suvretta (6.4%), RA Capital (5.4%) as of March 31, 2025—important for voting dynamics on comp and equity plan approvals .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~92%; company conducts annual advisory votes and uses an independent comp consultant (Alpine Rewards) for benchmarking and design .
Expertise & Qualifications
- Legal and scientific credentials (J.D., Ph.D.) with repeated biotech company building (CEO roles, exits, public board leadership), aligning with Kura’s precision oncology strategy .
Investment Implications
- Alignment: Compensation is heavily at‑risk with rigorous program architecture (options + milestone PSUs), strong clawbacks, and anti‑hedging/pledging; say‑on‑pay support suggests investor acceptance of pay‑for‑performance .
- Catalysts/Retention: Outstanding PSUs tied to regulatory and development milestones (including NDA approval and combo registration‑enabling trials) create retention hooks through milestone‑based vesting; monitor progress against these milestones in 2025–2026 .
- Governance: CEO/Chair dual role persists; mitigants (Lead Independent Director, fully independent key committees) are in place—continue to assess board oversight as the company transitions to potential commercialization .
- Dilution vs. Talent: Share reserve expansion reflects pre‑launch hiring; burn rate moderated YoY; investors should weigh dilution against launch execution benefits and track grant cadence relative to TSR and value creation .
- Event Risk: CIC terms provide meaningful payouts and full vesting; around M&A or strategic transactions, consider potential overhangs on negotiations and retention; monitor insider exercises/transactions around regulatory events .
Overall, Wilson’s incentives are closely tied to clinical/regulatory value creation (not revenue/EBITDA at this stage), with significant equity upside contingent on delivering the ziftomenib launch and advancing pipeline programs. Continued strong governance practices and transparent grant pacing will be key as Kura approaches commercialization .