Nello Mainolfi

About Nello Mainolfi

Co-founder, President, Chief Executive Officer, and director of Kymera Therapeutics since November 2019, with prior roles as President & Chief Scientific Officer (2019), Chief Scientific Officer (2019), Chief Technology Officer (2017–2019), and VP of Drug Discovery (2016–2017). He previously served as an Entrepreneur-in-Residence (and now advisor) at Atlas Venture, led drug discovery at Raze Therapeutics, and held team-lead roles at Novartis Institutes for Biomedical Research (2007–2015). He holds a Ph.D. from King’s College London and a BSc from Queen Mary University of London .
Kymera’s 2024 corporate goals were weighted 55% pipeline and 45% company growth; the Compensation and Talent Committee approved a 135% of target annual bonus payout for 2024 reflecting significant achievements, including pipeline progress and extending cash runway to mid‑2027 after ~$600M gross proceeds raised, supporting pay-for-performance alignment .

Past Roles

External Roles

Fixed Compensation

Notes

• 2024 base salary set at $670,000; CEO eligible for annual bonus with 60% target of base salary .
• No automatic salary escalators; salaries reviewed annually against peer data .

Performance Compensation

Annual Cash Incentive – Multi‑Year Outcomes

2024 Bonus Plan Details (CEO)

Long‑Term Incentives

• CEO LTI delivered 100% in stock options; broader NEOs receive mix of options and RSUs; starting in 2025, executives’ LTI will include PSUs to further tie pay to long‑term objectives .
• March 3, 2025: company granted PSUs to NEOs and key employees; vesting 0–100% of target upon achievement of three clinical milestones (40%/40%/20% tranches), with no milestone vesting before first anniversary of grant date .

CEO 2024 Annual Equity Grant

Equity Ownership & Alignment

Beneficial Ownership (as of 3/31/2025)

• Insider trading policy prohibits hedging, pledging, short selling, and margin arrangements; company highlights anti‑pledging/anti‑hedging governance .
• 2024 option exercise activity: 42,186 shares exercised; value realized $1,110,312 (exercise value methodology disclosed) .

Outstanding CEO Equity Awards (as of 12/31/2024)

Vesting framework: initial hire grants typically 25% cliff at year one, then monthly; annual option grants vest in equal monthly installments over three years; RSUs (for other NEOs) vest annually over three years .

Employment Terms

• Employment agreement: August 2020 CEO agreement; at‑will; 2024 base salary $670,000; 60% target bonus .
• Non‑CIC termination (without cause/for good reason): 12 months base salary continuation; up to 12 months COBRA subsidy; acceleration of 25% of unvested pre‑IPO time‑based equity, subject to release .
• CIC double trigger (3 months pre‑ to 12 months post‑CIC): cash lump sum 1.5x (base salary + target bonus); up to 18 months COBRA subsidy; 100% acceleration of time‑based equity, subject to release .
• Clawback: Nasdaq‑compliant compensation recovery policy effective Nov 1, 2023; three‑year lookback on restatements; recovery regardless of fault .
• Trading policy: prohibits hedging, pledging, short selling, and margin arrangements .
• “What we don’t do”: no tax gross‑ups; no option repricing without shareholder approval; no excessive perquisites; no supplemental executive retirement plans .

Board Governance and Director Service

• Board service: Director since November 2019; Class III director (term expiring at 2026 annual meeting) .
• Dual role implications: CEO is the only non‑independent director; majority of board is independent; Bruce Booth serves as Chairman, providing leadership separation from the CEO role .
• Committees: Audit, Compensation & Talent, and Nominating & Corporate Governance Committees composed of independent directors; CEO is not listed as a member of any committee .
• Director compensation: as an employee‑director, Dr. Mainolfi received no additional director compensation in 2024 .
• Non‑employee director fee framework (for context): cash retainers and equity grants with defined chair/committee premiums; non‑executive chair and Lead Independent Director retainers recognized in policy .

Compensation Peer Group, Consultant, and Say‑on‑Pay

• 2024 peer group (17 companies) used for benchmarking, e.g., Arvinas, Beam, Denali, Nurix, Relay, SpringWorks, Xencor; updated 2025 peer group reflects higher market cap and later‑stage peers (adds Apogee, Biohaven, IDEAYA, Immunovant, etc.) .
• Targeting: base salary and annual cash incentives around 50th percentile; LTI generally targeted between 50th–75th percentile; 96% of CEO pay was “at‑risk” in 2024, reinforcing alignment .
• Independent consultant: Alpine Rewards; independence assessed and confirmed; no conflicts of interest .
• Say‑on‑Pay support: 91% approval (2023) and 94% (2024) .

Compensation Structure Analysis

• Mix and leverage: CEO LTI is 100% options; high at‑risk weighting (96%) increases alignment with long‑term TSR but heightens sensitivity to share price volatility .
• Year‑over‑year emphasis on equity: CEO option grant‑date fair value rose from $5.95M (2022) to $8.59M (2023) to $14.21M (2024), signaling increased equity intensity to drive retention and performance .
• Performance tightening: Introduction of PSUs in 2025 with clinical milestone gates adds outcome‑based rigor (0–100% vesting; 40/40/20 tranches; 12‑month vesting deferral) .
• Shareholder‑friendly provisions: no tax gross‑ups; anti‑hedging/pledging policy; no option repricing absent shareholder approval; clawback in place .

Equity Overhang and Potential Selling Pressure

• Unvested overhang: As of 12/31/2024, CEO had 608, (22,925 + 187,500 + 397,500 =) 607,? unexercisable options across 2022–2024 grants that vest monthly through 2027, creating a steady cadence of potential realizable liquidity; vesting schedules are time‑based .
• 2024 exercise activity: CEO exercised 42,186 options (value realized $1.11M); while exercises do not equal sales, monitor Form 4s and 10b5‑1 plans for incremental supply signals .
• Anti‑pledging/hedging reduces forced selling risk due to margin calls .

Director Compensation (context, not paid to CEO)

• Policy updated March 2025 with board and committee retainers and initial/annual equity grants for non‑employee directors; acceleration upon sale of the company; single‑year caps of $750k (or $1M in first year) .
• CEO receives no director pay .

Investment Implications

• Alignment: High at‑risk pay (96% of CEO comp) and 100% option‑based LTI for CEO create strong equity sensitivity; new 2025 PSUs add milestone gating that should strengthen pay‑for‑performance credibility if milestones are rigorous .
• Retention vs. supply: Large unvested option overhang vesting monthly through 2027 supports retention but can translate into periodic exercises; watch for 10b5‑1 disclosures and Form 4 cadence to gauge selling pressure .
• Governance mitigants: Separate non‑executive chair and fully independent committees offset CEO/director dual‑role concerns; strong anti‑pledging/hedging policy, clawback, and absence of tax gross‑ups reduce red‑flag risk .
• Economics on exit: CIC protection is moderate (1.5x salary+target bonus; full acceleration of time‑based equity) with double‑trigger; aligns with market norms and limits excess .
• Shareholder support: High Say‑on‑Pay approval (91%/94%) suggests investor acceptance of program design and outcomes during a year with significant operational and financing achievements .

Appendix: Additional Reference Tables

CEO Summary Compensation (for context)