Kathleen Borthwick
About Kathleen Borthwick
Kathleen Borthwick is Passage Bio’s Chief Financial Officer (age 49), serving as CFO since March 1, 2024 after roles as Interim CFO/SVP and VP of Finance; previously she spent ~24 years at Johnson & Johnson in finance leadership across R&D, manufacturing, business development, treasury, and commercial operations. She holds a B.S. in Economics (Accounting, Health Care Management) from Wharton and an MBA from Tuck; annual executive bonuses are tied to corporate and individual goals spanning R&D, regulatory, financial, and general corporate milestones .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Passage Bio (PASG) | Chief Financial Officer | Mar 2024–present | CFO role; bonuses tied to corporate and individual objectives (R&D, regulatory, financial, general corporate) |
| Passage Bio (PASG) | Senior Vice President & Interim CFO | Jul 2023–Mar 2024 | Finance leadership during transition period |
| Passage Bio (PASG) | Vice President of Finance | Nov 2021–Jul 2023 | Finance leadership |
| Johnson & Johnson Services, Inc. | Finance leadership roles of increasing responsibility | Jun 1997–Oct 2021 | Supported R&D, manufacturing, business development, treasury, commercial operations across Pharma and MedTech segments |
External Roles
- None disclosed .
Fixed Compensation
| Item | 2024 |
|---|---|
| Base salary ($) | $420,692 |
| Target bonus (%) | 40% of annual base salary |
| Actual bonus paid ($) | $166,785 |
| Option awards – grant date fair value ($) | $256,971 |
| All other compensation ($) | $17,250 |
| Total compensation ($) | $861,698 |
- The Compensation Committee engaged Pearl Meyer as independent consultant; no conflicts were identified .
Performance Compensation
Annual Bonus Structure and Outcome (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate & individual objectives (R&D, regulatory, financial, general corporate) | Not disclosed | 40% of base salary | Board determined 95–99% of target | $166,785 (paid) | Cash bonus; n/a |
Equity Awards and Vesting
| Grant type | Grant date | Plan | Strike ($) | Expiration | Vesting terms | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|---|---|---|---|
| Stock options | 12/15/2021 (vesting commencement 11/1/2021) | 2020 EIP | $6.75 | 12/15/2031 | 25% at 1-year; then 2.0833% monthly to 4 years (standard) | 43,166 | 12,834 |
| Stock options | 6/13/2022 | 2020 EIP | $2.29 | 6/13/2032 | 25% at 1-year; then 2.0833% monthly to 4 years | 17,389 | 3,478 |
| Stock options | 3/15/2023 | 2020 EIP | $1.08 | 3/15/2033 | 2.0833% monthly; 100% by 4 years | 24,062 | 30,938 |
| Stock options | 7/28/2023 | 2020 EIP | $0.88 | 7/28/2033 | 25% at 1-year; then 2.0833% monthly to 4 years | 7,083 | 12,917 |
| Stock options | 3/15/2024 | 2020 EIP | $1.50 | 3/15/2034 | 2.0833% monthly; 100% by 4 years | 42,562 | 184,438 |
| RSUs | 2/10/2022 | 2020 EIP | — | — | 33.333% vested on 2/10/2024; remaining 66.6667% vested on 2/10/2025 | — | — |
| RSUs (outstanding at FY-end detail) | 2/10/2022 | 2020 EIP | — | — | As above | Not vested (#): 8,000; Market value ($): 4,536 |
Note: Option vesting footnotes indicate either “25% at first anniversary then 2.0833% monthly” or “2.0833% monthly through 4 years,” as specified per grant .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Beneficial ownership | Executive officers table provided; Borthwick listed as CFO (age 49); specific share count for her overall beneficial ownership not separately disclosed in accessible excerpt . |
| Options – exercisable vs unexercisable | See grant-level breakdown above as of 12/31/2024 . |
| RSUs – vesting | 33.333% on 2/10/2024; remaining 66.6667% on 2/10/2025 . |
| Anti-hedging policy | Company prohibits hedging transactions (e.g., collars, swaps, forwards) for employees and directors . |
| Pledging | No pledging policy disclosure found in accessible excerpts . |
| Timing of equity grants | Awards generally made on predetermined dates; no timing around MNPI . |
| Reverse split context | Company executed a 1-for-20 reverse stock split in July 2025; impacts share counts and option share amounts going forward . The 2025 proxy also discussed expected uniform effect across equity awards . |
Employment Terms
| Provision | Standard termination (no cause/good reason) | Change-in-control (double trigger: within 2 months before or 12 months after) |
|---|---|---|
| Cash severance | Lump sum equal to 12 months base salary | Lump sum equal to 12 months base salary plus 100% of annual target bonus |
| Health benefits | COBRA premiums for 12 months | COBRA premiums for 12 months |
| Equity awards | — | Full vesting/accelerated exercisability; forfeiture restrictions lapse; performance conditions deemed achieved at greater of target or actual |
| Triggers | At-will employment; “cause”/“good reason” as defined in agreement; release required | Double-trigger window and release required |
| Non-compete / non-solicit | Compliance required per agreement/standard confidentiality and inventions assignment | |
| 280G treatment | Best-net cutback (pay full or reduced amount to avoid excise tax, whichever yields better after-tax result); no gross-up | |
| Clawback | Compensation recovery policy disclosed; details not provided in accessible excerpt |
Investment Implications
- Pay-for-performance alignment: CFO bonus targets at 40% of base and awards determined at 95–99% of target based on corporate and individual goals tied to R&D, regulatory, and financial milestones; this ties cash incentives to execution of the development/regulatory roadmap .
- Insider selling pressure: RSU vesting occurred on 2/10/2024 and 2/10/2025, and options vest monthly; these dates create natural liquidity windows; anti-hedging policy reduces misalignment risk, but pledging policy is not disclosed .
- Retention and change-in-control economics: Double-trigger severance (salary + target bonus + COBRA + equity acceleration) provides downside protection, potentially increasing retention, but may also create incentives around transaction timing; performance equity accelerates at ≥ target on a CIC termination, limiting performance risk in event-driven scenarios .
- Governance and benchmarking: Use of Pearl Meyer and stated lack of consultant conflicts supports governance quality; program positioned against biopharma peers, with equity-heavy mix (options) in 2024 for retention/incentive alignment .
- Capital structure optics: The July 2025 1-for-20 reverse split compresses share counts and options outstanding optics; analysts should normalize pre/post-split award counts when modeling dilution and potential exercise behavior .
Items not disclosed in accessible documents (e.g., executive ownership guidelines, pledging status, specific bonus metric weightings/targets, Form 4 trading patterns) are omitted.
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