Christi Shaw

About Christi Shaw

Christi Shaw is an independent Class II director at Kyverna Therapeutics (KYTX), appointed on September 14, 2024; her term runs to the 2026 annual meeting. She is 58 years old as of April 14, 2025, and holds a B.B.A. in Marketing (Iowa State) and an M.B.A. (University of Wisconsin) . The Board has affirmatively determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class II; term expires at 2026 annual meeting .
• Independence: Board determined Ms. Shaw is independent under Nasdaq rules .
• Committee assignments (current): Compensation Committee (member); Nominating and Corporate Governance Committee (member) .
• Attendance: Company disclosed each director attended at least 75% of 2024 Board and relevant committee meetings for the period they served (no individual shortfall disclosed) .
• Chair roles: None (Compensation Committee chaired by Dr. Seidenberg; Nominating Committee chaired by Ian Clark) .
• Executive sessions: Independent directors meet in regularly scheduled executive sessions .

Fixed Compensation

Performance Compensation

Notes:

• Appointment grant sized at $350,000 divided by the closing price on the grant date; vests monthly over 36 months .
• Program design change (effective Mar 25, 2025): new initial mix = options ($262,500 FV) + RSUs ($87,500 FV, 1/3 annual vesting over 3 years); annual grant choice of option ($131,250 FV) or RSU ($43,750 FV); all director equity vests in full upon a change in control .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years biopharma leadership across commercialization and R&D‑adjacent roles; CEO experience in cell therapy at Kite (Gilead) .
• Governance roles across multiple public boards (Beam; former Avantor) and private company board (ReAlta) .
• Academic credentials: B.B.A. (Iowa State); M.B.A. (University of Wisconsin) .

Equity Ownership

Related-Party and Conflicts Check

• Independence and Item 404: Board determined Shaw is independent; 8‑K states no related‑party transactions or family relationships with the Company .
• Related‑party landscape (others): Certain historical transactions involve other directors/investors (e.g., venture funds; CEO note forgiveness; consulting), but none involve Shaw .
• Legal environment: A shareholder class action filed in Dec 2024 names several officers/directors (Clark, Cohen, Liapis, Seidenberg, Spiegelman), not Shaw .

Say‑on‑Pay & Shareholder Feedback

• As an “emerging growth company,” KYTX is not required to hold a non‑binding advisory vote on executive compensation; no say‑on‑pay results are disclosed .

Compensation Committee Analysis (Shaw as member)

• Composition: Beth Seidenberg (Chair), Fred Cohen, Christi Shaw; all independent .
• Consultant: Aon Radford retained since 2023; Compensation Committee assessed consultant independence and found no conflicts .
• 2025 redesign for director equity: addition of RSUs and CIC single‑trigger vesting for non‑employee directors .

Governance Assessment

• Strengths:

  • Independent status; service on Compensation and Nominating Committees adds relevant oversight experience .
  • Attendance met the company’s 75% threshold for 2024 service period .
  • No Item 404 related‑party transactions involving Shaw; standard indemnification; hedging/pledging prohibited .
  • Deep domain expertise in cell therapy commercialization and large‑cap pharma leadership; current public board experience (BEAM) .

• Watch items / potential red flags (governance optics):

  • Director equity vests in full upon a change in control (single‑trigger for non‑employee directors), which can be viewed as less shareholder‑friendly in a sale scenario .
  • Network tie: prior Kite/Gilead leadership while Gilead holds 9.5% of KYTX; independence affirmed and no related‑party transactions, but investors may monitor for perceived influence .

• Compensation alignment signals:

  • 2024 cash fees modest ($15,840 pro‑rated) with majority of value from long‑dated options ($349,894 FV), aligning director incentives to long‑term equity performance .
  • 2025 program introduces RSUs option, modestly reducing risk relative to options‑only structure; overall cash retainer and committee fee levels are standard for small‑cap biotech .

Appendix: Director Compensation Detail (FY2024)

Appendix: Board/Committee Activity and Attendance (2024)