Pamela Esposito
About Pamela Esposito
Pamela Esposito, Ph.D., is an independent Class I director of Kymera Therapeutics, serving since September 2020; age 51 as of March 31, 2025 . She was a founding executive at Replimune Group (Chief Business Officer, 2015–Mar 2024; now a consultant) and previously CBO at Ra Pharmaceuticals, with earlier strategy/business development roles at Angiochem, BioVex, and Bioduro . Education: Ph.D. in Pharmacology (Tufts University School of Medicine) and B.A. in Biochemistry/Molecular Biology (Dartmouth College) . The Board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Replimune Group, Inc. | Chief Business Officer; Founding executive; later consultant | Nov 2015 – Mar 2024 (CBO); currently consultant | Led strategy, BD, capital raising, IR and external communications |
| Ra Pharmaceuticals, Inc. | Chief Business Officer | 2013 – 2015 | Helped transform from discovery platform to clinical-stage company |
| Angiochem Inc.; BioVex Group, Inc.; Bioduro | Strategy and business development roles | Prior to 2013 | Senior BD/strategy experience across multiple life sciences firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several privately held companies | Director | Current | Serves on boards of several private companies (not individually named) |
Board Governance
- Independence: Board has determined all directors other than the CEO are independent; Dr. Esposito is independent .
- Committee assignments (2024–2025):
- Audit Committee (member; Chair is Elena Ridloff, CFA) .
- Nominating & Corporate Governance Committee (member; Chair is Leigh Morgan, who is departing after the 2025 AGM) .
- Attendance: In 2024, each director attended ≥75% of aggregate Board and applicable committee meetings; all then-directors attended the 2024 annual meeting .
- Board structure: Chair separate from CEO; Lead Independent Director role established (Felix J. Baker) .
Fixed Compensation
2024 non-employee director compensation (actual):
| Component | Amount (USD) |
|---|---|
| Cash fees earned/paid | $54,375 |
| Option awards (grant-date fair value) | $302,722 |
| Total | $357,097 |
Non-employee director compensation policy (amended March 2025; for context):
- Annual retainers: Board member $40,000; Non-executive Chair $70,000; Lead Independent Director $60,000 .
- Committee fees: Audit member $10,000; Audit Chair $20,000; Compensation & Talent member $7,500; Chair $15,000; Nominating & Corporate Governance member $5,000; Chair $10,000 .
- Equity: Initial grant increased to 32,000 options (36-month monthly vesting); Annual grant increased to 16,000 options (vest on next AGM or 1 year); full acceleration upon company sale .
Performance Compensation
Director equity awards (structure and 2024 activity):
| Grant type | Shares | Timing/Vesting | 2024 Grant-Date FV |
|---|---|---|---|
| Annual non-employee director option grant | 16,000 | Granted at annual meeting; vests in full by next annual meeting or 1 year; options subject to plan terms | $302,722 (aggregate option FV for 2024) |
Notes:
- As of Dec 31, 2024, Dr. Esposito held options to purchase 84,190 shares, including 16,000 granted in 2024 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Esposito (bio cites private company boards) .
- Compensation Committee interlocks: Company reports none; 2024 Compensation & Talent Committee members were Jeffrey Albers (Chair), John Maraganore, and Leigh Morgan; Dr. Esposito is not on this committee .
Expertise & Qualifications
- Deep biopharma operating experience spanning strategy, business development, capital raising, investor relations, and communications, including scaling high-growth companies and transitioning from platform to clinical-stage operations .
- Advanced scientific training (Ph.D. Pharmacology) aligned with Kymera’s modality and pipeline focus .
Equity Ownership
Beneficial ownership as of March 31, 2025:
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Pamela Esposito, Ph.D. | 68,190 | <1% | Consists of options exercisable within 60 days; no common shares disclosed |
Alignment and risk controls:
- Anti-hedging and anti-pledging: Company policy prohibits hedging and generally prohibits pledging by directors and officers .
Related-Party Exposure and Conflicts
- Related-party transactions disclosed in 2024–2025 primarily involved significant shareholders (e.g., BVF Partners, Baker Bros., Avoro) participating in January and August 2024 offerings; no transactions involving Dr. Esposito are disclosed .
- Audit Committee (of which Dr. Esposito is a member) reviews and approves related-person transactions under the company’s policy .
Director Compensation Structure Analysis
- Equity-heavy mix: In 2024, option awards ($302,722) significantly exceeded cash fees ($54,375), supporting long-term alignment via at-risk compensation .
- Upward policy adjustments in 2024/2025: Committee retainers and option grant sizes for non-employee directors were increased in March 2024/2025 policy updates (e.g., Audit member fee to $10,000; Annual grant to 16,000 options; Initial grant to 32,000 options) .
Say-on-Pay & Shareholder Feedback (context)
- Say-on-pay approval rates were 91% (2023 AGM) and 94% (2024 AGM), indicating broad shareholder support for compensation programs .
Governance Assessment
- Strengths:
- Independent director with relevant operating expertise; serves on two key governance committees (Audit; Nominating & Corporate Governance) .
- Attendance at or above Board threshold; full Board attendance at the 2024 annual meeting .
- Equity-oriented director pay and anti-hedging/anti-pledging policies support alignment .
- No related-party transactions involving Dr. Esposito disclosed; Audit Committee oversight of such matters .
- Monitoring items:
- Committee leadership changes expected due to departure of Nominating & Corporate Governance Chair Leigh Morgan post-2025 AGM; track post-meeting committee reconstitution and any impact on governance workloads .
- Beneficial ownership reflects vested options rather than common shares as of March 31, 2025; some investors prefer mandatory director ownership guidelines—no such guideline disclosed in the proxy .