Lawrence Klein
About Lawrence Klein
Lawrence Klein, 42, is President, Chief Executive Officer and Director of Oruka Therapeutics (ORKA). He became CEO and a director upon the Merger closing on August 29, 2024, after serving as CEO of Pre‑Merger Oruka from February 2024; prior roles include COO and CBO at CRISPR Therapeutics, Partner at Versant Ventures, and Associate Partner at McKinsey & Company; he holds a B.S. from the University of Wisconsin‑Madison and a Ph.D. in biophysics from Stanford University . ORKA is a clinical‑stage biotech with no product revenue; FY2024 net loss was $83.7 million with operating expenses of $88.1 million, reflecting investment in ORKA‑001/002, and year‑end cash, cash equivalents, and marketable securities of $393.7 million . Company TSR (fixed $100 investment) was 110.23 in 2022, 79.07 in 2023, and 109.89 in 2024; “compensation actually paid” to the PEO (Klein for 2024) was $44.7 million due to equity valuation effects under Item 402(v) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CRISPR Therapeutics | Chief Operating Officer | Jan 2020 – Oct 2022 | Led operations, initiated/executed transformative partnerships, oversaw pipeline programs and portfolio management |
| CRISPR Therapeutics | Chief Business Officer | Jan 2019 – Jan 2020 | Set strategic direction, led BD and key functions |
| CRISPR Therapeutics | SVP, BD & Strategy; VP, Strategy | Nov 2017 – Dec 2018; Feb 2016 – Nov 2017 | Established strategic direction, major partnerships |
| Versant Venture Management | Partner | Jan 2023 – Feb 2024 | Early‑stage biotech investing and company building |
| McKinsey & Company | Associate Partner | Oct 2014 – Feb 2016 | Advised pharma/medtech on growth, M&A, trials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dyne Therapeutics (Nasdaq: DYN) | Director | Sep 2019 – May 2023 | Public company board experience |
| Jasper Therapeutics (Nasdaq: JSPR) | Director | Sep 2021 – Jun 2023 | Public company board experience |
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Base Salary (annual, as of 12/31/24) | $600,000 | Set upon Pre‑Merger Oruka employment and continued post‑Merger |
| Target Bonus (% of Salary) | 50% | Pro‑rated for 2024 start date; Committee sets targets annually |
| Actual Annual Bonus (2024) | $317,623 | Paid per 2024 bonus program achievement |
| Summary Compensation Table (SCT) – Salary (2024) | $203,288 | SCT reflects partial‑year service |
| SCT – Total (2024) | $520,911 | Includes non‑equity incentive bonus |
Performance Compensation
Annual Bonus Program (FY2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Preclinical milestones for ORKA‑001/002; progress toward Phase 1 starts; regulatory progress; funding adequacy | Not disclosed | Corporate goals set pre‑Merger | 125% of target achievement | $317,623 cash | Paid after year‑end per program |
Long‑Term Incentives (Equity)
| Award Type | Grant/Issuance Date | Shares/Units | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Restricted Stock (purchase at FMV) | Feb 26, 2024 (Pre‑Merger Oruka appointment) | 852,338 | — | — | 25% on Feb 26, 2025; then equal monthly through Feb 26, 2028 |
| Compensatory Warrant | Jul 15, 2024 | 1,628,513 | $7.80 | Jul 14, 2034 | 25% on Apr 3, 2025; then equal monthly through Apr 3, 2028 |
| Market Value of Unvested RS at 12/31/24 | — | $16,526,834 | — | — | Determined at $19.39 closing price on 12/31/24 |
Notes:
- Klein’s offer letter included an anti‑dilution provision to maintain ~5% fully‑diluted ownership until $200 million financing was raised; this was satisfied via the July 15, 2024 warrant .
Equity Ownership & Alignment
| Item | As of/Date | Amount/Detail |
|---|---|---|
| Total Beneficial Ownership | Feb 15, 2025 | 1,522,440 shares; 4.02% of shares outstanding |
| Components included | Feb 15, 2025 | 852,338 common; 421,503 options exercisable within 60 days; 248,599 restricted shares vesting within 60 days |
| Outstanding Unexercisable Warrant | Dec 31, 2024 | 1,628,513 at $7.80 strike; expires 7/14/2034; vests 25% 4/3/2025 then monthly to 4/3/2028 |
| Restricted Stock Unvested | Dec 31, 2024 | 852,338; vests 25% 2/26/2025 then monthly to 2/26/2028 |
| Hedging/Pledging | Policy | Company prohibits hedging, short sales, derivatives, margin accounts, and pledges for directors, officers and employees |
Employment Terms
| Provision | Outside Change‑in‑Control (CIC) | Within CIC Window | Notes |
|---|---|---|---|
| Severance Cash | 12 months base salary | 1.5x (salary + target bonus) for Klein | CIC window: 3 months before to 12 months after CIC |
| Health Coverage (COBRA) | Up to 12 months | Up to 18 months for Klein | Company‑paid continuation |
| Equity Acceleration | 30% of outstanding time‑based equity for Klein | Full acceleration of all equity awards | Death/disability: full acceleration |
| Triggers/Definitions | Cause/Good Reason as defined | Same; double‑trigger required | Standard notice/cure periods |
| Clawback | Nasdaq Rule 10D‑1 compliant; recoup excess incentive comp on restatement (3‑year lookback) | Same | Applies to covered executives |
| Non‑Compete/Confidentiality | Standard invention assignment, confidentiality, non‑competition, non‑solicit agreements | — | Offer letters amended Oct 3, 2024 |
Board Governance
- Role and independence: Klein is a Class II director and serves as CEO; Board determined all directors other than Klein are independent under Nasdaq rules .
- Leadership/structure: Roles of Chair and CEO are separated; Dr. Samarth Kulkarni serves as Chair, improving independent oversight; executive sessions of independent directors occur regularly .
- Committees: Audit, Compensation, and Nominating committees are fully independent; current members/chairs exclude Klein (not listed), reinforcing independence of pay and oversight .
- Meeting attendance: Since the Merger, the Board met three times; each member attended ≥75% of meetings and committee sessions during their service period .
- Director compensation: Employees serving on the Board do not receive additional director compensation; non‑employee director cash retainers and option grants are programmatically defined .
Director Compensation Program (for context)
| Cash Retainers (Post‑Merger) | Amount |
|---|---|
| Annual Board Retainer | $40,000 |
| Board Chair Retainer | $30,000 |
| Audit Chair / Member | $15,000 / $7,500 |
| Compensation Chair / Member | $12,000 / $6,000 |
| Nominating Chair / Member | $10,000 / $5,000 |
| Annual equity grant (members) | Options to purchase 17,500 shares; monthly vest over 12 months |
| Initial equity grant (new director) | Options to purchase 35,000 shares; monthly vest over 36 months |
Compensation Benchmarking Peer Group
Apogee Therapeutics; Astria Therapeutics; Cabaletta Bio; CARGO Therapeutics; Celldex Therapeutics; Contineum Therapeutics; Entrada Therapeutics; Janux Therapeutics; Kymera Therapeutics; Kyverna Therapeutics; Lexeo Therapeutics; Longboard Pharmaceuticals; Lyell Immunopharma; Pliant Therapeutics; Prime Medicine; Spyre Therapeutics; Structure Therapeutics; Third Harmonic Bio .
Performance & Track Record
- 2024 was a transition year: Merger closed; pipeline pivot to novel biologics in dermatology; leadership team transformed. Corporate goals focused on preclinical progress and funding adequacy achieved 125% of target, supporting Klein’s bonus payout .
- ORKA generated no revenue in 2024 and recorded a net loss of $83.7 million; cash, cash equivalents and marketable securities of $393.7 million at year‑end provide runway to execute clinical programs .
- Pay vs Performance: 2024 TSR of 109.89 and substantial “compensation actually paid” to the PEO reflect equity valuation dynamics post‑Merger; Klein became PEO from Aug 29, 2024 .
Investment Implications
- Alignment and retention: Large time‑based RS and warrant grants vest monthly through 2028, aligning multi‑year incentives but introducing potential ongoing supply overhang as tranches vest; hedging/pledging bans reduce misalignment risk .
- Pay‑for‑performance: Annual bonus tied to R&D and financing execution paid at 125% achievement underscores emphasis on scientific/operational milestones over short‑term financials in a pre‑revenue stage .
- Change‑in‑control economics: Klein’s 1.5x CIC severance and full equity acceleration could create deal‑closing incentives but represents a moderate cost of control; outside CIC, only 30% acceleration of time‑based equity supports retention without excessive windfalls .
- Governance quality: Separation of Chair/CEO, independent committees, and clawback compliance strengthen oversight; Klein’s dual CEO/director role is mitigated by committee independence and regular executive sessions .
- Liquidity and execution risk: Robust year‑end liquidity supports clinical advancement; however, absence of revenue and sizeable R&D spending highlight clinical and regulatory execution risk as near‑term value drivers .
Additional notes: The Board recommends annual say‑on‑pay frequency to maintain shareholder feedback cadence . Employees serving as directors, including the CEO, receive no incremental director pay . Equity plan capacity and automatic evergreen features support continued long‑term incentive grants as programs progress .