Kim Tsuchimoto
About Kim R. Tsuchimoto
Independent-minded finance executive and former CFO with 25+ years in biopharma. Age 62; joined MNPR’s board in March 2023 after serving as CFO from June 2015 to June 30, 2024. BS in Business Administration from San Francisco State University; holds an inactive California CPA license. Currently not classified as an independent director under Nasdaq rules due to her recent employment as CFO; expected independence could be reconsidered after the cooling-off period. Also serves on the board of Thiogenesis Therapeutics Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monopar Therapeutics (MNPR) | Chief Financial Officer | Jun 2015 – Jun 30, 2024 | Led finance, governance, planning and internal controls |
| Monopar Therapeutics (MNPR) | Director | Mar 2023 – present | Board member; no committee roles listed in 2024–2025 proxies |
| Raptor Pharmaceuticals | Chief Financial Officer | May 2006 – Sep 2012 | Executive finance leadership |
| Raptor Pharmaceuticals | VP International Finance, Tax & Treasury | Sep 2012 – Feb 2015 | Global finance leadership |
| Raptor Pharmaceuticals | VP FP&A and Internal Controls | Feb 2015 – May 2015 | FP&A and controls oversight |
| BioMarin/Glyko | VP-Treasurer; VP-Controller; Controller | 8 years (dates not disclosed) | Senior finance roles in biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thiogenesis Therapeutics Corp. | Director | Current | Canadian public start-up biotech; note interlock with MNPR’s Acting CMO (see below) |
| Interlock note | — | — | MNPR Acting CMO, Dr. Patrice Rioux, is CEO and Director of Thiogenesis Therapeutics Corp. (information flow/relationship to watch) |
Board Governance
- Committee assignments: As of the 2025 proxy, Tsuchimoto is listed as “Director” with no committee memberships. Audit (Anderson chair, members Klausner, Talukdar), Compensation (Anderson chair, members Klausner, Talukdar), Corporate Governance & Nominating (Klausner chair, members Anderson, Talukdar), Plan Administrator (Starr, Anderson, Talukdar). Tsuchimoto not listed on any of these committees.
- Independence: Board determined she is not independent due to her recent employment as CFO/Secretary/Treasurer. Independent directors are Starr, Anderson, Klausner, and Talukdar.
- Attendance: In 2024, Board met 6 times; committees: Audit 5, Compensation 1, CG&N 1; Plan Administrator had 4 unanimous written actions. All directors attended at least 75% of Board and committee meetings.
- Board leadership and risk oversight: Executive Chairman separate from CEO; Audit Committee oversees risk assessment, fraud controls, and management override risk.
RED FLAG: Not independent under Nasdaq standards due to CFO service through 6/30/2024; no current committee roles reduce direct oversight leverage.
Fixed Compensation
Director compensation earned in 2024 (post-retirement transition to non-employee director on July 1, 2024):
| Year | Role | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | Non-Employee Director | 20,000 | - | - | - | 20,000 |
Notes:
- She began earning non-employee director fees July 1, 2024, following retirement as CFO on June 30, 2024.
- The proxy references a non-employee director fee schedule and that long-term equity compensation is reviewed annually using Black-Scholes and peer group data (amounts not itemized for 2024).
Historical executive (CFO) pay context (for alignment/trend awareness):
- 2023 CFO pay: Salary $300,000; Non-equity incentive $54,000; Stock Awards $247,219; Option Awards $247,221; Total $848,441.
- Retirement in May/June 2024 did not trigger severance-type payments.
Performance Compensation
Director equity in 2024 and grant activity:
| Year | Director Equity Grants | Shares/Options Granted | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | None disclosed for Tsuchimoto | — | — | — | None disclosed |
Outstanding equity as of 12/31/2024 (non-employee directors; all fully vested):
| As of 12/31/2024 | Stock Awards (Unvested) | Options Outstanding (Fully Vested) |
|---|---|---|
| Kim R. Tsuchimoto | — | 43,893 |
Signal: No new director equity in 2024; holdings are fully vested options, which provide upside but less retention/ongoing alignment versus unvested RSUs/DSUs.
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Interlock / Conflict Notes |
|---|---|---|---|---|
| Thiogenesis Therapeutics Corp. | Public (Canada) | Director | Not disclosed | MNPR Acting CMO (Dr. Rioux) is CEO/Director of Thiogenesis; monitor for any future transactions or shared interests. |
Expertise & Qualifications
- 25+ years in biopharma finance leadership (Raptor CFO; senior finance roles at BioMarin/Glyko).
- Former MNPR CFO (2015–2024) with governance, FP&A, internal controls, and financial strategy experience.
- BS in Business Administration (SFSU); inactive California CPA.
- Board cites her “strong financial management, corporate governance and financial strategy experience” as rationale for service.
Equity Ownership
| Reference Date | Beneficially Owned Shares | Percent of Class | Options Included in Beneficial Ownership (vested or vesting within 60 days) |
|---|---|---|---|
| Apr 4, 2025 | 58,220 | <1% | 46,734 |
| Jun 14, 2024 | 274,330 | 1.5% | 223,860 |
Additional ownership context:
- As of 12/31/2024, all non-employee director options were fully vested; no RSUs outstanding for directors.
- No pledging disclosures specific to Tsuchimoto; company Insider Trading Policy exists (see hedging/short-sale limits below).
Related-Party, Hedging & Policies
- Related-party transactions: Company reports no reportable related-person transactions since January 2023 (covers directors, officers, >5% holders and their immediate family members).
- Hedging/shorts: Insider Trading Policy prohibits short sales and short-swing transactions by officers and non-employee directors; no additional hedging instruments policy adopted beyond this.
- Option timing: Company states it does not time option grants around MNPI; disclosure provided re: an NEO grant near a 5/24/2024 8-K; price impact noted as 0%.
Governance Assessment
-
Strengths
- Deep biopharma finance and governance background; historical CFO tenure offers institutional knowledge beneficial to audit/risk oversight discussions (even without formal committee seat).
- Attendance met threshold; Board and committees had defined cadence in 2024 (Board 6; Audit 5, CG&N 1, Comp 1).
- No related-party transactions reported; hedging/short-sale restrictions in place.
-
Concerns / Watch items
- RED FLAG: Not independent per 2025 proxy because of CFO service through 6/30/2024; this limits committee eligibility under Nasdaq rules. Revisit independence status after required cooling-off period.
- No committee memberships listed for 2024–2025; reduces direct influence on audit/compensation/governance processes despite relevant expertise.
- Alignment: 2024 director pay was entirely cash ($20,000) with no new equity; existing options are fully vested, providing less ongoing retention/alignment than unvested equity.
- Interlock risk: Overlap with Thiogenesis leadership (MNPR Acting CMO is Thiogenesis CEO). No transactions disclosed, but monitor for potential related-party issues or information flow conflicts.
-
Compensation committee process (context)
- Compensation Committee uses external surveys and a curated peer set (20–30 companies) for benchmarking; director long-term equity reviewed annually with Black-Scholes valuation and peer review (though no 2024 grant to Tsuchimoto).
-
Employment & severance (historical context)
- Retirement as CFO (6/30/2024) did not trigger severance; prior CFO agreement targeted up to 40% bonus of base salary. Low risk of pay-for-failure optics.
Overall: High financial expertise and historical company knowledge, but current non-independence and lack of committee seats limit governance leverage; equity alignment appears modest with fully vested options and no 2024 director equity grant. Maintain monitoring for independence reclassification, potential Thiogenesis interlock exposure, and future director equity mix adjustments.