Paul Quinlan
About Paul Quinlan
Paul Quinlan is General Counsel and Corporate Secretary of Oruka Therapeutics, serving since the August 29, 2024 merger closing; he also held the role at Pre‑Merger Oruka from April 2024. He is 62, with a Columbia Law School J.D. and an M.Sc. in Medical Biophysics from the University of Toronto, and prior legal leadership roles at CymaBay Therapeutics, TerraVia, Metabolex, Maxygen, and law practice at Cooley and Cravath . Company performance context during his initial tenure: FY2024 total stockholder return (TSR) was 109.89 on a fixed $100 basis and reported net loss was $(83.7) million, reflecting early-stage clinical investment and the merger transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CymaBay Therapeutics | General Counsel, Chief Compliance Officer, Corporate Secretary | Oct 2020–Mar 2024 | Led legal/compliance through late-stage development and corporate transition |
| CymaBay Therapeutics | General Counsel, Corporate Secretary | Dec 2017–Feb 2020 | Oversaw legal affairs; supported financing and governance |
| TerraVia Holdings | General Counsel & Secretary; Chief Legal Officer | 2010–Jan 2018 (CLO 2016–Jan 2018) | Directed legal through strategic pivots and corporate restructuring |
| Metabolex | General Counsel | 2005–2010 | Managed biopharma legal operations (IP, transactions) |
| Maxygen | Various legal roles | 2000–2005 | Supported corporate and R&D legal matters |
| Cooley LLP; Cravath, Swaine & Moore LLP | Attorney | Pre‑2000 | Big-law training; capital markets and corporate law foundation |
External Roles
- None disclosed (no current public company directorships noted) .
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Base Salary (earned) | $155,854 |
| Annualized Base (as of 12/31/2024) | $460,000 |
| Target Bonus % | 40% of base (pro‑rated for 2024) |
| Actual Annual Bonus (paid for 2024) | $154,591 |
| Perquisites & Benefits | Standard employee benefits; 401(k) match begins 2025 (100% of first 3% deferred) |
2024 bonus determination was based on corporate goal achievement of 125% (preclinical progress on ORKA‑001/ORKA‑002 and funding) .
Performance Compensation
Equity Awards and Vesting
| Award Type | Grant Size | Exercise/Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | 228,563 shares | $6.84 | 10/30/2034 | 25% on 4/30/2025; remainder monthly through 4/30/2028 |
| Compensatory Warrants | 99,996 shares | $7.80 | 7/14/2034 | Same schedule as initial option grant |
- Initial vest tranche sizes (derived from disclosed schedules): Options 57,141 shares on 4/30/2025, then ~4,765 shares/month through 4/30/2028; Warrants 24,999 shares on 4/30/2025, then ~2,083 shares/month through 4/30/2028 .
Annual Bonus Mechanics (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (preclinical progress & funding) | Not disclosed | 100% | 125% | 125% of target bonus | Cash (paid post‑year end) |
- Corporate goals heavily weighted to preclinical development of ORKA‑001/ORKA‑002, Phase 1 initiation, regulatory progress, and adequate funding .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Feb 15, 2025) | 10,156 shares; <1% of outstanding |
| Shares Outstanding (reference) | 37,440,510 |
| Exercisable vs Unexercisable (12/31/2024) | Exercisable: 0; Unexercisable: 228,563 options and 99,996 warrants |
| Hedging/Pledging | Company policy prohibits short sales, options/derivatives, margin accounts, pledges, and speculative transactions in Company securities |
As of 12/31/2024, options/warrants were unexercisable, aligning retention to multi‑year vest; policy restrictions mitigate pledging/hedging misalignment risk .
Employment Terms
| Provision | Base Case (No CIC) | Change‑of‑Control (Double Trigger) |
|---|---|---|
| Severance Cash | 12 months base salary | 1.0x (base + target bonus) |
| COBRA Benefits | Up to 12 months | Up to 12 months |
| Equity Acceleration | None (CEO has 30% acceleration; not applicable to Quinlan) | Full acceleration of all equity awards upon qualifying termination |
| Triggers | Termination without cause or resignation for good reason (definitions specified) | Qualifying termination within 3 months before or 12 months after a CIC |
| Clawback | Nasdaq‑compliant compensation recoupment for restatements (prior 3 fiscal years) | |
| IP/Restrictive Covenants | Standard invention assignment, confidentiality, non‑competition and non‑solicitation agreements |
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 compensation was predominantly salary and annual bonus (no incremental option fair value recognized for Quinlan in 2024), with significant time‑based options/warrants granted that vest over 4 years to drive retention .
- Pay‑for‑Performance: Bonus funded at 125% of target tied to preclinical and funding milestones, indicating strong link to near‑term execution milestones rather than financial outcomes (pre‑revenue stage) .
- CIC Economics: Double‑trigger with full equity acceleration and 1.0x base+target bonus provides market‑standard protection without tax gross‑ups; clawback policy in place .
Risk Indicators & Red Flags
- Insider Selling Pressure: Large initial vest tranches in April 2025 and ongoing monthly vests through April 2028 could create periodic liquidity events; Company’s hedging/pledging prohibitions mitigate alignment risks, but monitoring Form 4s is prudent .
- Related Party/Conflicts: None disclosed for Quinlan; broader related‑party dealings are principally with investor/partner entities (Fairmount, Paragon/Paruka) but not specific to his compensation .
- Governance & Say‑on‑Pay: Advisory say‑on‑pay proposal presented for 2025; board recommends “FOR”; results to be reported in a Form 8‑K post‑meeting .
Expertise & Qualifications
- Education: J.D. (Columbia Law School); M.Sc. in Medical Biophysics (University of Toronto) .
- Technical/Industry Expertise: Extensive biopharma legal leadership (clinical/commercial compliance, transactions, governance) across multiple biotech companies .
- Board Qualification: Corporate governance and compliance expertise; not disclosed as a public company director .
Investment Implications
- Retention/Execution: Multi‑year, front‑loaded vesting beginning April 2025 aligns retention through Phase 1/2 milestones; watch for vest‑linked trading windows and required Form 4 disclosures .
- Alignment: Beneficial ownership is <1%; alignment primarily via unvested equity and role accountability; anti‑hedging/pledging policy supports investor alignment .
- Pay Governance: Double‑trigger CIC terms without tax gross‑ups, clawback policy, and milestone‑linked bonuses are investor‑friendly; ongoing dilution risk should be monitored via equity plan usage tables .
- Performance Context: Early-stage profile with FY2024 net loss and positive TSR reflects financing and pipeline narrative; bonus metrics tied to development milestones rather than financials at this stage .
Key upcoming dates: April 30, 2025 first 25% vest of options and warrants; monthly vesting thereafter through April 30, 2028 .