Karen Walker
About Karen Walker
Karen Walker, age 64, is Chief Technology Officer (CTO) of Kyverna Therapeutics (since September 2021). She is a veteran biopharma and CGT operator with prior leadership roles at Roche/Genentech, Seagen, Novartis, Amgen, Bayer, and Bristol‑Myers Squibb, including leading CMC strategy for KYMRIAH through pivotal stage and initial CAR‑T BLA filing. Kyverna’s proxy uses scaled EGC disclosures and does not provide TSR/revenue/EBITDA performance metrics tied specifically to executive pay for 2024. Tenure at KYTX: CTO since September 2021; base salary increased to $440,000 effective January 1, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roche/Genentech | Senior Advisor, Cell & Gene Therapy Manufacturing | 2019–2021 | Developed and implemented CGT manufacturing and controls strategy in the Roche/Genentech organization . |
| Seagen (Seattle Genetics) | VP, Global Quality | 2017–2019 | Oversaw and directed Global Quality across US and Europe . |
| Novartis CGT Unit | VP & Global Head, CGT Technical Development & Manufacturing | 2016–2017 | Led CMC teams for KYMRIAH through pivotal stage and BLA filing (first CAR‑T BLA) . |
| Amgen; Bayer; Bristol‑Myers Squibb; others | Technical Development, Regulatory Affairs, Quality roles | Various | Multi‑decade CGT and biopharma development, manufacturing, and analytics expertise . |
External Roles
No public company directorships or external governance roles disclosed for Ms. Walker .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Notes |
|---|---|---|---|
| 2024 | 440,000 | 40% | Base increased effective Jan 1, 2024; target bonus increased to 40% . |
| 2023 | 387,899 | 35% | 2023 compensation paid; target bonus 35% prior to Jan 1, 2024 change . |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Corporate and individual performance (annual bonus program) | Not disclosed | 40% of salary | Not disclosed | 151,360 | Cash bonus; paid based on Compensation Committee determination . |
| 2023 | Corporate and individual performance (annual bonus) | Not disclosed | 35% of salary | Not disclosed | 150,150 | Cash bonus . |
The proxy states executives are rewarded for individual and near‑term corporate targets; precise metric definitions, weightings, and payout curves for Ms. Walker are not disclosed .
Equity Awards and Vesting
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Details |
|---|---|---|---|---|---|---|
| Nov 18, 2021 | Sep 13, 2021 | 65,350 | 17,298 | 4.42 | Nov 17, 2031 | 25% at 1‑year; 1/48 monthly thereafter (standard); exercisable subject to repurchase right lapsing with vest . |
| Jul 13, 2023 | Jul 1, 2023 | 388 | 709 | 4.33 | Jul 12, 2033 | Standard 25%/monthly vesting schedule; counts as of 12/31/2024 . |
| Nov 6, 2023 | Jan 1, 2024 | — | 109,863 | 4.83 | Nov 5, 2033 | Standard vesting; unvested balance as of 12/31/2024 . |
As of Dec 31, 2024, outstanding awards for Walker follow the company’s standard 4‑year vesting (25% at year 1, monthly thereafter) with immediate exercisability subject to repurchase rights; options are non‑RSU and carry expiration dates per grant .
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Mar 15, 2025 | 121,722 | <1% | Includes options exercisable within 60 days of March 15, 2025 . |
| Dec 31, 2024 | 111,332 | <1% | Includes options exercisable within 60 days of Dec 31, 2024 . |
- Anti‑hedging/pledging: Company prohibits short sales, derivatives, hedging, margin purchases, and pledging by executives .
- Rule 10b5‑1 plans permitted with pre‑clearance; transactions must comply with Item 408 disclosure .
- Stock ownership guidelines: Not disclosed in 2024/2025 proxy/10‑K .
Employment Terms
| Provision | Outside CIC Period | Within CIC Period | Additional Terms |
|---|---|---|---|
| Severance pay | 3 months base salary | 6 months base salary | Subject to separation from service and release; COBRA premiums paid for same periods or until eligibility elsewhere/exhaustion . |
| COBRA | Up to 3 months | Up to 6 months | Earliest of period end, COBRA eligibility end, or new employment coverage . |
| Equity vesting acceleration | None beyond standard | Accelerated vesting such that, as of termination, deemed vested in shares that would have vested on 12‑month anniversary of termination | Double‑trigger within CIC Period (as defined in Walker Offer Letter) . |
| Clawback | Company clawback policy applies to incentive compensation tied to financial reporting measures (3 fiscal years lookback after restatement) | Same | Adopted Feb 7, 2024; Nasdaq/SEC Rule 10D‑1 compliant . |
| Insider trading | Blackouts, pre‑clearance, and prohibitions apply | Same | Policy applies to officers and family members; extends briefly post‑employment . |
Risk Indicators & Red Flags
- Legal proceedings: A shareholder class action filed Dec 2024 named the company and certain officers/directors, including Ms. Walker; alleges IPO registration statement/prospectus misstatements or omissions; outcome not yet disclosed .
- Hedging/pledging prohibited, reducing misalignment risk from collateralized shares .
- No perquisites provided to NEOs in 2024; Compensation Committee may approve in future if needed .
Compensation Structure Analysis
- Option‑heavy equity vs RSUs: Walker’s disclosed awards are stock options across 2021 and 2023 grants; no RSUs/PSUs disclosed, implying higher at‑risk, performance‑levered upside and potential exercise‑timing sensitivity; 2024 shows no new option grants for Walker .
- Cash vs equity mix: 2024 compensation comprised base salary plus performance bonus; no 2024 option grant value for Walker; year‑over‑year, target bonus increased from 35% to 40% with base salary raised to $440,000, modestly shifting cash incentives upward .
- Clawback coverage adopted (Feb 2024), aligning governance to recover incentive‑based comp after restatements .
Say‑on‑Pay & Shareholder Feedback
No historical say‑on‑pay vote outcomes disclosed for 2024 under EGC scaled disclosures .
Performance & Track Record
- CGT execution: Led and implemented CGT strategies at Roche/Genentech; global quality leadership at Seagen; pivotal KYMRIAH CMC to BLA at Novartis—indicative of strong technical execution capability relevant to Kyverna’s CAR‑T programs .
Investment Implications
- Alignment: Small personal stake (<1%) but option‑heavy grants and company‑wide prohibitions on hedging/pledging support incentive alignment with long‑term value creation and reduce forced‑sale risk from margin/pledges .
- Retention risk: Severance economics are modest (3–6 months salary plus COBRA) with CIC acceleration limited to 12 months of incremental vesting—appropriate but not overly retentive; change‑of‑control benefits are double‑triggered and moderate .
- Near‑term pay drivers: 2024 bonus paid based on corporate and individual achievements; lack of disclosed performance metrics limits pay‑for‑performance transparency; continued equity vesting schedules imply limited insider selling pressure outside approved 10b5‑1 plans .
- Execution: Her deep CGT/CMC background is directly relevant to Kyverna’s CAR‑T autoimmune pipeline scale‑up, a core value driver; governance policies (clawback, insider trading) are standard and supportive of investor alignment .