Gorjan Hrustanovic
About Gorjan Hrustanovic
Independent Class I director of Kymera Therapeutics since March 2020; current term expires at the 2027 annual meeting. Age 36 (as of March 31, 2025). Managing Director at BVF Partners L.P. focusing on biotechnology and therapeutic investments; serves on the board of Olema Pharmaceuticals, Inc. Education: B.S. in molecular biology and economics/management science (UC San Diego) and Ph.D. in Biomedical Sciences, Cancer Biology and Cell Signaling (UCSF). The board determined he is independent under Nasdaq/SEC rules, considering affiliations with >5% holders.
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| BVF Partners L.P. | Managing Director focusing on biotech/therapeutic investments | Investor perspective and capital markets expertise relevant to Kymera’s strategy |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Olema Pharmaceuticals, Inc. (public) | Director | Current public company directorship |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair: Leigh Morgan). Not listed on Audit or Compensation & Talent Committees.
- Independence: Board classified all directors other than the CEO as independent after considering relationships, including affiliations with >5% shareholders.
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings. Nominating & Corporate Governance Committee met 4 times. All directors attended the 2024 annual meeting.
- Lead Independent Director: Felix J. Baker appointed March 2024; responsibilities include coordinating independent director sessions and advising on strategy.
- Policies: Anti-hedging and anti-pledging policy for directors; related-party transactions require Audit Committee approval under written policy.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Board Cash Retainer | $40,000 | Non-employee director policy |
| 2024 Nominating & Corporate Governance Committee Member Fee | $5,000 | Member (not chair) |
| 2024 Total Cash Fees (Paid) | $45,000 | Matches director compensation table |
Performance Compensation
| Year | Equity Type | Grant Size (# options) | Grant Date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| 2024 | Stock options (annual grant) | 16,000 | $302,722 | Annual director grant vests in full at next annual meeting or on 1st anniversary, subject to service | Full acceleration of non-employee director awards upon sale of the company |
Notes: Kymera’s director equity program uses options (not RSUs/PSUs) for non-employee directors; 2024 policy capped total annual director compensation at $750,000 ($1,000,000 for initial election year). Initial director option grant size set at 32,000 (March 27, 2024 update); annual grant size set at 16,000.
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Considerations |
|---|---|---|
| Olema Pharmaceuticals, Inc. | Current public company directorship | Information flow/network breadth; no disclosed counterparty relationship with Kymera. |
| BVF Partners L.P. (fund complex) | Managing Director; BVF funds are ≥5% shareholders of Kymera | Participation agreements (3/11/2020) granted BVF funds rights to purchase in follow-on offerings through 8/25/2024; BVF bought ~$25.0M of pre-funded warrants in Kymera’s Jan 2024 offering. Related-party transactions subject to Audit Committee policy; Hrustanovic disclaims beneficial ownership of BVF positions except to extent of pecuniary interest. |
Expertise & Qualifications
- Capital markets and biotech investing expertise from role at BVF Partners.
- Scientific credentials (Ph.D. in cancer biology/cell signaling); combines science and finance backgrounds.
Equity Ownership
| Item | Detail |
|---|---|
| Securities beneficially owned (within 60 days of Mar 31, 2025) | 84,190 shares subject to options (vested/exercisable within 60 days) |
| Ownership as % of common shares outstanding | ~0.13% (84,190 options treated as beneficially owned / 65,117,430 shares outstanding as of Apr 28, 2025; calculation based on and ) |
| Shares pledged as collateral | Prohibited by policy (anti-pledging) |
| Hedging of company stock | Prohibited by policy (anti-hedging) |
| Affiliation with significant holder | BVF funds collectively report multi-million share/equivalent holdings; Hrustanovic included among reporting persons but disclaims beneficial ownership beyond pecuniary interest. |
Governance Assessment
-
Positives
- Independent director with strong investor/scientific skillset; sits on Nominating & Corporate Governance Committee.
- Solid engagement: board met 6x; committee met 4x; directors ≥75% attendance; 2024 annual meeting attendance confirmed.
- Clean governance posture: anti-hedging/anti-pledging policies; related-party transactions overseen by Audit Committee; separate Chair/CEO structure; presence of Lead Independent Director.
- Transparent, shareholder-aligned director pay: cash retainer plus primarily option equity; standard vesting; capped annual comp.
- Broader shareholder support context: Say-on-Pay approvals of 91% (2023) and 94% (2024) indicate constructive investor sentiment toward compensation governance.
-
Watch items / RED FLAGS
- Related-party/affiliation risk: Hrustanovic’s BVF affiliation alongside BVF’s material ownership, prior participation rights, and significant Jan 2024 offering purchases present potential conflict optics; mitigate by Audit Committee review policy and independence determination expressly considering affiliations with major holders.
- Single-trigger acceleration for director equity upon a sale (common in small/mid-cap biotech) can be seen as less performance-contingent; monitor for potential transaction-related incentives.
Overall, Hrustanovic brings investor rigor and scientific literacy to board deliberations, with independence affirmed despite large-holder affiliation. Ongoing monitoring of related-party dynamics with BVF and compliance with trading/related-party policies remains prudent for investor confidence.