Warner Biddle
About Warner Biddle
Warner Biddle, 58, has served as Chief Executive Officer (CEO) and Director of Kyverna Therapeutics (KYTX) since September 2024 and holds a Bachelor’s Degree in Commerce (Honors) from the University of Saskatchewan . In 2024 (the company’s first year as a public company), Kyverna reported no product revenue and a net loss of $127.5M (vs. $60.4M in 2023) as R&D scaled into late-stage development for lead CAR-T KYV-101; cash, cash equivalents and marketable securities were $286.0M at year-end 2024, providing at least 12 months of runway from the 10-K issuance date . As an emerging growth company (EGC), Kyverna has not held a say‑on‑pay vote; executive bonuses are based on corporate and individual goals (metrics not itemized) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kyverna Therapeutics | Chief Executive Officer and Director | Sep 2024–present | Leads pivot to late‑stage development/commercialization of KYV‑101 in autoimmune CAR‑T . |
| Kite Pharma (Gilead) | SVP, Global Head of Commercial | Aug 2020–Sep 2024 | Shaped global commercial strategy in cell therapy; leadership across corporate development peers on board . |
| Genentech | VP & Franchise Head, Breast/Gyn & Skin Cancers | Jan 2018–Aug 2020 | Led cross‑functional strategy and key launches; drove portfolio growth . |
| Genentech | VP, Sales & Marketing, Ophthalmology | Nov 2013–Dec 2015 | Commercial leadership in ophthalmology franchise . |
| Novartis; GlaxoSmithKline | Various global leadership roles | Prior years (Europe/Canada) | Multi‑therapeutic leadership across geographies . |
External Roles
- No current public company directorships or external committee roles for Mr. Biddle are disclosed in the proxy .
Fixed Compensation
| Component | 2024 Terms/Amounts |
|---|---|
| Base Salary | $625,000 annualized (prorated for 2024 start in Sep 2024) . |
| Sign‑On Bonus | $650,000 paid Oct 2024; repayable if terminated for Cause or resignation without Good Reason before Sep 16, 2025 . |
| Relocation | Up to $150,000 reimbursement . |
| Legal Fee Reimbursement | $25,000 related to offer letter . |
Performance Compensation
| Incentive | Metric(s) | Target | Actual (2024) | Payout Mechanics | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Corporate and individual goals (metrics not itemized) | 60% of base salary | $375,000 | Determined Jan 2025 by Board/Comp Committee | N/A |
| Long‑Term Equity (Inducement Option) | Service‑based stock option (Inducement Plan) | 2,579,259 options; exercise price $6.89 | Grant‑date fair value $13,760,605 | Time‑based vesting (no performance conditions) | 25% vests Sep 16, 2025; remainder monthly (1/48th) thereafter; expires 9/16/2034 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 15, 2025) | 0 shares reported beneficially owned by Warner Biddle . |
| Options Outstanding (12/31/2024) | 2,579,259 options unexercisable; exercise price $6.89; expiry 9/16/2034 . |
| Vesting Overhang / Supply Consideration | 25% tranche (≈644,815 options) scheduled to vest on Sep 16, 2025, with monthly vesting thereafter, subject to continued service . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by covered persons, including NEOs . |
| Clawback | SEC/Nasdaq‑compliant clawback policy for incentive‑based compensation tied to financial reporting measures . |
| Ownership Guidelines | Not disclosed in proxy (no executive ownership multiple referenced) . |
Employment Terms
| Term | Summary |
|---|---|
| Employment Basis | At‑will . |
| Target Bonus | Up to 60% of base salary (not prorated for 2024) . |
| Severance (Non‑CIC) | If terminated without Cause or resigns for Good Reason: (a) 18 months base salary; (b) lump‑sum target bonus; (c) up to 18 months COBRA reimbursement; (d) 18 months vesting acceleration on unvested service‑based equity (performance awards, if any, at target) — payable on/after day 60 post‑separation subject to release . |
| Severance (CIC Double Trigger) | If separation occurs within 12 months following a Change in Control: 100% acceleration of all unvested equity (performance at target) in addition to cash severance terms above . |
| Sign‑On Clawback | Full sign‑on ($650k) repayable if terminated for Cause or voluntary resignation without Good Reason before Sep 16, 2025 . |
| Restrictive Covenants | Confidentiality and inventions assignment; non‑compete during employment; non‑solicit during employment and one year post‑employment . |
Board Governance and Board Service
- Service: Class III director; term expires at the 2027 annual meeting; director since 2024 .
- Independence: Board determined 7 of 8 directors are independent; the CEO (Biddle) is the sole non‑independent director .
- Leadership structure: CEO and Chair roles are separated (Ian Clark serves as Chair), which the Board believes optimizes oversight .
- Committees: Audit, Compensation, Nominating & Corporate Governance, Science & Technology are fully independent; no committee roles disclosed for Biddle as an executive director .
- Attendance: In 2024, the Board met 10 times; each director attended ≥75% of Board/committee meetings to which they were appointed during the year .
- Director Compensation: Employee directors receive no additional pay for board service; non‑employee director program summarized in proxy .
Additional Context: Company Performance and Risk
- Financial trajectory: 2024 total operating expenses rose to $142.6M (from $62.4M in 2023), driven by R&D scaling for KYV‑101; net loss widened to $127.5M (from $60.4M) .
- Liquidity: $286.0M in cash and marketable securities at 12/31/2024; management expects this funds operations for at least 12 months from 10‑K issuance .
- Litigation: A shareholder class action was filed Dec 2024 naming certain current and former officers and directors (as listed in the proxy); the matter is disclosed in Corporate Governance, Legal Proceedings .
Compensation Structure Analysis
- Heavy front‑loaded equity aligned to long‑term value creation: 2.58M inducement options with a one‑year cliff and monthly vest schedule support retention and alignment with equity upside; not performance‑based .
- 2024 cash mix included a large sign‑on ($650k) and a full‑year target bonus not prorated, signaling priority on immediate retention and onboarding (note: sign‑on subject to clawback if early departure) .
- Bonus metrics not itemized (EGC scaled disclosure), limiting visibility into pay‑for‑performance calibration beyond Board/Comp Committee discretion .
- Robust severance and CIC provisions (18‑month cash and partial time‑based equity acceleration; full acceleration in CIC) reduce CEO turnover risk but may raise payout leverage in downside scenarios .
Director Compensation (for completeness)
| Element | Program Summary |
|---|---|
| Cash Retainers (Non‑Employee Directors) | $40k annual; Chair +$35k; Committee chairs/members additional retainers (e.g., Audit Chair $20k) . |
| Equity | Initial and annual grants under 2024 Plan; restated in Mar 2025 to blend Options and RSUs; full vest on change in control . |
| Employee Directors | No additional compensation for board service . |
Investment Implications
- Alignment and retention: The one‑year cliff on 2.58M options (25% vests on Sep 16, 2025) creates a near‑term retention tether; expect the first significant vesting tranche to occur in Q3 2025, with potential mechanical sell‑to‑cover activity depending on trading plans and tax needs .
- Pay‑for‑performance visibility: Lack of disclosed bonus metric weightings and thresholds (EGC scaled disclosure) limits external assessment of incentive rigor; monitoring future proxy detail (as EGC status phases out) will be important .
- Downside protection: CEO severance/CIC economics (18‑month cash; partial/full acceleration) mitigate leadership transition risk during pivotal development/commercialization milestones but increase potential costs in adverse outcomes .
- Trading signals: Company policy prohibits hedging/pledging; Biddle reported zero beneficial ownership as of Mar 15, 2025, with all equity as unvested options—focus monitoring on 10b5‑1 adoptions, Form 4 activity around and after the Sep 2025 cliff, and any incremental inducement or refresh grants .
- Balance sheet and execution: With $286.0M of liquidity and no product revenue, execution on KYV‑101 registrational path and timelines (SPS/MG Phase 2 and Phase 1/2 readouts in 2H25) is the key value driver; compensation design emphasizes retention through this catalyst window .