Katie Rielly-Gauvin
LiquidiaAbout Katie Rielly-Gauvin
Independent director of Liquidia Corporation since June 2020; age 61 as of the 2025 proxy record date. Former Vice President of Global Commercial Development at AbbVie (2013–Aug 2023) and senior roles at Johnson & Johnson/Janssen; B.S. in Chemistry from Simmons University and MBA in Economics from Rutgers University . Tenure on Liquidia’s board began with the corporation’s formation and continues as a Class II director through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Vice President, Global Commercial Development (immunology, oncology, neuroscience, specialty) | Jan 2013 – Aug 2023 | Led strategic direction and pipeline commercial strategy |
| Johnson & Johnson/Janssen | Vice President & General Manager, CNS commercial; roles in commercial, medical affairs, research | Prior to 2013 (dates not specified) | Senior leadership across commercial and medical functions |
| Liquidia Technologies (pre-merger) | Director | Since Oct 2019 | Served on Nominating & Corporate Governance and R&D committees pre-merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kymera Therapeutics, Inc. (Nasdaq: KYMR) | Director | Apr 2018 – Jun 2024 | Public company board service |
| Vyant Bio Inc. (Nasdaq: VYNT) | Director | Nov 2020 – Dec 2023 | Public company board service |
| Other private/non‑US boards | Director | Not specified | Additional board experience |
Board Governance
- Current committees: Compensation Committee member (since Jan 2022) and Nominating & Corporate Governance Committee member (since June 2020) .
- Prior roles: Chairperson, Research & Development Committee (Jun 2020 – Jan 2022); member, Litigation Committee (Aug 2020 – Jan 2022) .
- Independence: Board determined Ms. Rielly-Gauvin is independent under Nasdaq listing standards; also a non‑employee director under Rule 16b‑3 .
- Attendance: Board met 6 times in 2024; only Paul B. Manning attended <75%. All others (including Ms. Rielly‑Gauvin) attended ≥75% of Board/committee meetings in periods of service .
- Committee activity (2024): Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times .
- Board/leadership structure: 9 directors, 8 independent; separate Chair (Stephen Bloch) and CEO roles; Audit Committee oversees risk; all standing committees comprised solely of independent directors .
Fixed Compensation
| Component | Policy Detail | 2024 Cash Paid to Rielly-Gauvin |
|---|---|---|
| Board annual retainer | $50,000 (member); +$35,000 if Board Chair (not applicable) | $50,000 |
| Committee membership fees | Compensation Committee member: $7,500; Nominating & Corporate Governance member: $5,000 | $12,500 |
| Total cash fees | Sum of retainer + committee fees | $62,500 |
Performance Compensation
| Grant Year | Equity Type | Grant/Disclosure Reference | Shares/Grant | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 (annual director grant) | RSUs | Director policy and 2024 director comp table | N/A (policy specifies dollar value) | $250,009 | RSUs vest on the earlier of 1 year from grant or the day prior to next annual meeting |
| 2024 (outstanding at 12/31/24) | RSUs (outstanding) | Non‑employee director awards (as of 12/31/24) | 20,359 | N/A | Per director policy (time-based schedule) |
| 2025 (annual director grant) | Common stock/RSUs reported on Form 4 | SEC Form 4 (Rielly-Gauvin) | 18,396 | N/A | Award; post‑transaction holdings 38,755 shares |
| 2024 (annual director grant reporting) | Common stock/RSUs reported on Form 4 | SEC Form 4 (Rielly-Gauvin) | 20,359 | N/A | Award; post‑transaction holdings 20,359 shares |
Notes:
- Liquidia’s policy provides annual director RSUs of $250,000, subject to Compensation Committee approval, vesting on the earlier of 1 year or the day before the next annual meeting .
- No director performance metrics (e.g., TSR, revenue) are tied to director grants; RSUs are time-based per policy .
Other Directorships & Interlocks
| Company | Overlap/Interlock with LQDA | Potential Conflict Considerations |
|---|---|---|
| Kymera Therapeutics (former) | None disclosed | Prior service; no related party transactions reported involving Ms. Rielly-Gauvin |
| Vyant Bio (former) | None disclosed | Prior service; no related party transactions reported involving Ms. Rielly-Gauvin |
| AbbVie/J&J employment | Industry overlap (biopharma) | No Liquidia related-party transactions involving Ms. Rielly-Gauvin disclosed in 2024–2025 |
Expertise & Qualifications
- Extensive commercial leadership in biopharma across immunology, oncology, neuroscience and specialty therapeutics; led pipeline commercial strategy .
- Education: B.S. Chemistry (Simmons University); MBA in Economics (Rutgers University) .
- Board experience across public and private companies; qualifications emphasize drug development and commercialization expertise .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 23, 2025 record date) | 143,874 shares; <1.0% of outstanding | Includes options/RSUs exercisable/vesting within 60 days |
| Outstanding director equity awards (12/31/24) | Options: 130,182; RSUs: 20,359 | Non‑employee directors’ outstanding awards; individual counts shown for Rielly‑Gauvin |
| Anti‑hedging/anti‑pledging | Hedging and pledging prohibited without CFO pre‑approval under Insider Trading Policy | Prohibitions include short sales, pledging/margin use, straddles/collars, publicly traded options |
Governance Assessment
- Strengths: Independent status; strong attendance and committee engagement; deep commercial biopharma experience; director equity grants promoting shareholder alignment; anti‑hedging/anti‑pledging policy mitigates misalignment risk .
- Compensation structure: Cash retainer/committee fees are modest; majority of director comp via time‑based RSUs ($250k grant target), aligning with long‑term equity value without performance metric gaming; annual grant cadence consistent and transparent .
- Conflicts/related party: No related party transactions involving Ms. Rielly‑Gauvin disclosed for 2024–2025; prior affiliations (AbbVie/J&J) present standard industry overlap but no reported Liquidia dealings; overall low conflict exposure .
- Attendance signal: Only one director (Paul Manning) fell below 75%; Rielly‑Gauvin met ≥75% threshold—supports board effectiveness and engagement .
- Red flags: None observed relating to hedging/pledging, say‑on‑pay issues specific to directors, or option repricing; director equity awards are standard annual RSUs with time‑based vesting .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Awarded | Post‑Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| 2025‑06‑20 | 2025‑06‑17 | Award (A) | 18,396 | 38,755 | https://www.sec.gov/Archives/edgar/data/1819576/000110465925061193/0001104659-25-061193-index.htm |
| 2024‑06‑24 | 2024‑06‑20 | Award (A) | 20,359 | 20,359 | https://www.sec.gov/Archives/edgar/data/1819576/000110465924074474/0001104659-24-074474-index.htm |
These routine annual equity awards are consistent with Liquidia’s director compensation policy and reinforce alignment without indicating opportunistic trading behavior .