Kathleen Scott
About Kathleen Scott
Kathleen Scott, age 55, is an independent director of NKGen Biotech, Inc. since September 2023, and serves as Chair of both the Audit Committee (audit committee financial expert) and the Compensation Committee; she is also a member of the Nominating & Corporate Governance Committee . She is CFO of ARS Pharmaceuticals, Inc. (Nasdaq: SPRY) since February 2022 and has prior CFO roles across multiple life-science companies; she holds a BA in economics/business from UCLA and is a CPA and CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARS Pharmaceuticals, Inc. (SPRY) | Chief Financial Officer | Feb 2022–present | Public-company CFO; finance leadership |
| Neurana Pharmaceuticals, Inc. | Chief Financial Officer | Jan 2017–Mar 2022 | Finance and operations leadership |
| Recros Medica, Inc. | Chief Financial Officer | Aug 2014–Apr 2021 | Finance leadership |
| Adigica Health, Inc. | Chief Financial Officer | Feb 2016–Mar 2021 | Finance leadership |
| Clarify Medical, Inc. | Chief Financial Officer | Aug 2014–Dec 2016 | Finance leadership |
| RA Capital Advisors LLC | Partner (investment bank) | 1994–2010 | M&A, restructuring, advisory |
| Arthur Andersen (San Diego) | Auditor | Early career (dates not specified) | Audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dermata Therapeutics, Inc. (Nasdaq: DRMA) | Director | Aug 2021–present | Board oversight; committee roles not disclosed |
| Conatus Pharmaceuticals Inc. | Director | Nov 2019–May 2020 | Prior public-company board service |
| YMCA of San Diego County | Director | Not disclosed | Non-profit governance |
| Corporate Directors Forum | Director | Not disclosed | Governance community engagement |
Board Governance
- Committees and chair roles: Audit (Chair: Kathleen Scott), Compensation (Chair: Kathleen Scott), Nominating & Corporate Governance (Members include Scott; Chair: Michael Klowden) .
- Independence: Board has three independent directors (Scott, Klowden, Gottardis); Scott qualifies as audit committee financial expert and meets Nasdaq financial sophistication requirements .
- Attendance and engagement: In 2023, the Board met 3 times; committees met 3 times (Audit 2; Compensation 1; Nominating 0). Each incumbent director attended at least 75% of applicable Board and committee meetings .
- Classified Board and tenure: Scott is a Class III director with term expiring at the third annual meeting following the September 29, 2023 business combination .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Non-employee director retainer |
| Audit Committee Chair Fee | $15,000 | Chair premium |
| Compensation Committee Chair Fee | $10,000 | Chair premium |
| Nominating & Governance Chair Fee | $8,000 | Not applicable to Scott (she is a member) |
| Audit Committee Member Fee | $7,500 | Applies to members (Scott is Chair) |
| Compensation Committee Member Fee | $5,000 | Applies to members (Scott is Chair) |
| Nominating & Governance Committee Member Fee | $4,000 | Scott is a member |
| Cash Fee Payment Status | Deferred until funding goals met | Indicates cash conservation posture |
Cash fees for non-employee directors were deferred until the company achieves compensation committee-set funding goals, signaling alignment with liquidity constraints .
Performance Compensation
| Grant Date | Instrument | Shares | Strike Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Feb 12, 2024 | Stock options | 300,000 | $1.62 | Vests in equal monthly installments from Oct 1, 2023 through Oct 1, 2026, subject to continued service | Not disclosed |
- Additional equity in beneficial ownership tables below reflects options exercisable within 60 days as of proxy record dates; no director PSUs/RSUs or performance metrics disclosed for directors .
Performance Metric Table (Directors)
| Metric | Disclosed? |
|---|---|
| Revenue growth, EBITDA, TSR, ESG goals tied to director equity | Not disclosed |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Risk |
|---|---|---|
| Dermata Therapeutics, Inc. (DRMA) | Current public company director | No NKGen transactions disclosed with Dermata; low direct conflict risk based on filings |
| Conatus Pharmaceuticals Inc. | Former public company director | Historical role; no current interlock risk |
| ARS Pharmaceuticals, Inc. (SPRY) | Current CFO | No NKGen transactions disclosed with ARS; watch for any future related-party dealings; none disclosed |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; CPA and CFA credentials; extensive CFO experience in biotech .
- Industry experience: Multi-company life sciences CFO roles; capital markets, M&A and restructuring background (RA Capital Advisors) .
- Board qualifications: Meets Nasdaq independence; financial sophistication; active governance roles across committees .
- Education: BA in economics/business (UCLA) .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Nature of Ownership | % of Outstanding |
|---|---|---|---|
| Jul 22, 2024 | 83,333 | Options exercisable within 60 days | <1% |
| Jan 24, 2025 | 211,556 | Shares issuable pursuant to options exercisable within 60 days | <1% |
- No pledging or hedging of company stock disclosed; beneficial ownership definitions include options exercisable within 60 days per SEC rules .
- Stock ownership guidelines: Compensation committee empowered to establish director ownership guidelines; specific multiples not disclosed .
Governance Assessment
- Board effectiveness: Scott’s dual chair roles (Audit and Compensation) provide strong oversight of financial reporting, internal controls, related-party transaction review, and pay governance; she is designated audit financial expert and leads key oversight functions .
- Independence and engagement: Independent under Nasdaq rules; attended at least 75% of meetings; committees were active in 2023 (Audit 2; Compensation 1), reflecting baseline engagement; Board met 3 times .
- Compensation alignment: Director equity granted via time-based options; cash retainers deferred pending funding goals, aligning director compensation with company liquidity constraints and investor interests .
- Conflicts and related-party exposure: No related-party transactions involving Scott disclosed; audit committee (chaired by Scott) oversees related-party transactions policy and reviews material transactions (notably, several transactions involve the CEO’s family and NKMAX, which heightens the importance of robust committee oversight) .
RED FLAGS
- Extensive related-party financing and transactions with insiders (CEO family members, NKMAX) increase governance risk; strong audit oversight is critical to mitigate conflicts (audit committee reviews related-party transactions per policy) .
- Deferred cash fees indicate liquidity strain, which may pressure governance decisions around financing structures and dilution; continued transparency on director compensation and equity grant rationale is warranted .
Overall signal: Scott’s credentials and committee leadership roles are positives for investor confidence in controls and pay governance; absence of personal related-party involvement and clear independence are supportive, while company-level related-party activity elevates the need for vigilant audit committee oversight under her chairmanship .