Kirsten Flowers
About Kirsten Flowers
Kirsten Flowers, age 50, is a Class I independent director of PMV Pharmaceuticals and has served on the board since January 2022; her current term runs through the 2027 annual meeting . She is the Chief Executive Officer and co-founder of Chiara Biosciences (since June 2024) and brings more than 25 years of biopharma commercial leadership, including senior roles at Kura Oncology, Array BioPharma, and Pfizer; she holds a B.S. in Molecular & Cellular Biology/Psychology (University of Arizona) and an M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kura Oncology (Nasdaq: KURA) | Chief Commercial & Corporate Strategy Officer | Jul 2022 – Jan 2023 | Commercial strategy leadership |
| Kura Oncology (Nasdaq: KURA) | Chief Commercial Officer | Jan 2020 – Jun 2022 | Built commercial capabilities |
| Array BioPharma (acquired by Pfizer) | SVP Commercial Operations | Apr 2018 – Oct 2019 | Oncology portfolio commercialization |
| Array BioPharma | VP Global Marketing | Aug 2017 – Apr 2018 | Global marketing leadership |
| Pfizer | U.S. Oncology Group Leader and other leadership roles | Various (dates not disclosed) | Oncology business leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chiara Biosciences | Chief Executive Officer & Co-founder | Since Jun 2024 | Platform and therapeutics company |
| Comera Life Sciences (Nasdaq: CMRA) | Director | Sep 2021 – Jun 2024 | Board service concluded in 2024 |
Board Governance
- Board committees: Audit Committee member; not a committee chair .
- Independence: Board determined she is independent under Nasdaq rules .
- Meetings and attendance: Board met 7 times in 2024; each director (including Flowers) attended at least 75% of aggregate board and committee meetings; Audit Committee met 5 times in 2024 .
- Board leadership: Chairperson is Richard Heyman; CEO is separate (David H. Mack); no Lead Independent Director disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Director Annual Cash Retainer | $40,000 | Policy rate |
| Audit Committee Member Fee | $7,500 | Policy rate, excluding chair |
| Total Cash Earned (FY2024) | $47,500 | Flowers’ actual FY2024 cash fees |
PMVP’s Outside Director Compensation Policy (as revised April 2025) provides initial options (67,000 shares; 36 equal monthly vesting), annual options (33,500 shares; vest on earlier of one year or next annual meeting), all with exercise price at fair market value on grant date and change-in-control acceleration for outside directors .
Performance Compensation
| Equity Award Item | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Director Option | 33,500 options per year | Vests by next annual meeting or 1 year | FMV strike on grant date |
| One-time Special Option (2024) | 45,000 options (each continuing non-employee director) | Equal monthly installments over 3 years | Granted June 2024 |
| Option Awards (FY2024 reported value) | $81,032 | ASC 718 fair value | Flowers’ FY2024 |
| Change-in-Control Treatment | 100% vesting of options/RSUs for outside directors | Performance awards deemed at 100% target | Applies at change in control |
| Hedging/Pledging Prohibition | Prohibited for directors under insider trading policy | — | Alignment safeguard |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Comera Life Sciences (CMRA) | Director (ended Jun 2024) | No PMVP-related interlock disclosed |
| Chiara Biosciences | CEO & Co-founder (since Jun 2024) | No PMVP-related transaction disclosed |
No related-party transactions or consulting agreements disclosed involving Flowers; consulting relationships exist for other directors (Baum $100,000; Levine $100,000) but not for Flowers .
Expertise & Qualifications
- 25+ years pharmaceutical and biotech experience; senior commercial leadership in oncology .
- Education: B.S. (Molecular & Cellular Biology/Psychology), University of Arizona; M.B.A., Harvard Business School .
- Audit Committee member; audit committee financial expert designation is held by Laurie Stelzer, not Flowers .
Equity Ownership
| Ownership Metric | Amount | % Outstanding | Notes |
|---|---|---|---|
| Beneficial Ownership (exercisable within 60 days) | 111,167 options | <1% | No direct common shares disclosed |
| Outstanding Options (12/31/2024) | 141,167 | — | Director-level outstanding count |
| Shares Pledged | None disclosed; pledging prohibited by policy | — | Alignment safeguard |
Governance Assessment
- Independence and engagement: Flowers is independent and attended at least 75% of board/committee meetings; she serves on the Audit Committee, supporting financial oversight .
- Pay mix and alignment: FY2024 director pay skewed to equity ($81,032 options vs. $47,500 cash), with standardized annual grants and three-year vesting on special options; change-in-control acceleration is typical but can reduce retention incentives during a sale .
- Conflicts and related-party risk: No related-party transactions disclosed for Flowers; hedging and pledging are prohibited, supporting alignment; note that other directors hold consulting agreements, but these do not involve Flowers .
- External commitments: Current CEO role at Chiara Biosciences may increase time commitments; no PMVP-related transactions disclosed with Chiara, mitigating direct conflict risk based on filings .
RED FLAGS: None specifically identified for Flowers in PMVP’s filings (no related-party transactions, no hedging/pledging, independence affirmed). Board-wide items to monitor include change-in-control acceleration of director equity and consulting arrangements with other directors (Baum, Levine) for overall governance optics .