Katina Dorton
About Katina Dorton
Katina Dorton, J.D., MBA, was appointed to Prelude Therapeutics’ Board as a Class III director effective October 17, 2025; she also joined and became Chair of the Audit Committee on that date. Dorton brings 30+ years of finance and healthcare experience spanning CFO roles, healthcare investment banking, and M&A/securities law; she holds a B.A. from Duke University, an MBA from George Washington University, and a J.D. from the University of Virginia . She will serve until the 2026 Annual Meeting and will receive non‑employee director compensation under the company’s policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NodThera (private biotech) | Chief Financial Officer | 2020–2022 | Senior finance leadership; CFO of development-stage biotech |
| Repare Therapeutics | Senior finance leadership (built/led finance; IPO prep) | Not disclosed | Raised >$82M in crossover funding ahead of IPO |
| AVROBIO, Immatics N.V. | Senior finance roles | Not disclosed | Executive finance leadership in public biotech settings |
| Morgan Stanley; Needham & Co. | Healthcare investment banker | Not disclosed | Capital markets and advisory experience |
| Sullivan & Cromwell | M&A and securities lawyer | Not disclosed | Legal foundation in M&A/securities |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Fulcrum Therapeutics Inc. | Director | 2019 | Public biotech board service |
| TScan Therapeutics Inc. | Director | 2021 | Public biotech board service |
| Mallinckrodt Pharmaceuticals plc | Director | Not disclosed | Public pharma board service |
| Sonoma Biotherapeutics | Director | Not disclosed | Public life sciences board service |
Board Governance
- Committee assignments and chair roles: Appointed to the Audit Committee and designated as Audit Committee Chair effective October 17, 2025 .
- Board tenure/term: Class III director, serving until the 2026 Annual Meeting (and until a successor is qualified) .
- Independence and conflicts: The company stated there is no arrangement or understanding pursuant to which she was selected, and it is not aware of any related‑party transactions requiring disclosure under Item 404(a) of Regulation S‑K .
- Audit oversight scope: Prelude’s Audit Committee oversees auditor selection/oversight, internal control over financial reporting, disclosure controls, cybersecurity risk, and related‑person transactions .
- Indemnification: Prelude will enter into its standard indemnification agreement with Dorton, same form as used for other directors .
- Governance policies: Anti‑hedging policy prohibits directors from hedging or monetization transactions in company stock; a clawback policy (adopted Sept 2023) requires recovery of certain incentive‑based compensation after a restatement .
- Board attendance context: In 2024, none of Prelude’s directors attended fewer than 75% of their Board/committee meetings; one director attended the 2024 annual meeting (Dorton joined in Oct 2025, so personal attendance history is not yet disclosed) .
Fixed Compensation
| Type of Fee | Role | Amount (USD) |
|---|---|---|
| Board Retainer | Board Member | $35,000 |
| Additional Retainer | Board Chair | $30,000 |
| Committee Retainer | Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 | |
| Compensation Committee Chair | $10,000 | |
| Compensation Committee Member | $5,000 | |
| Nominating & Governance Chair | $8,000 | |
| Nominating & Governance Member | $4,000 |
Application to Dorton: As Audit Committee Chair and Board member, she is eligible for the $35,000 Board retainer plus $15,000 Audit Chair retainer under the policy; travel expenses are reimbursed .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Oct 17, 2025 | Stock options | 76,000 | 1/36 monthly over 3 years, subject to continued service | Initial onboarding grant under 2020 EIP; option terms per plan (strike not disclosed in 8‑K) |
| Jun 2024 policy (for continuing directors) | Stock options (Annual Grant) | 23,500 | Earlier of next annual meeting or 1‑year anniversary; accelerates on change in control per plan | Standard annual non‑employee director grant |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Fulcrum Therapeutics; TScan Therapeutics; Mallinckrodt; Sonoma Biotherapeutics | Director | Company disclosed no related‑party transactions with Dorton and no selection arrangements at appointment . |
No related‑party transactions >$120,000 were disclosed by Prelude for 2024–2025; policy requires Audit Committee review of any such transactions .
Expertise & Qualifications
- Capital markets, M&A, and strategic finance expertise from CFO roles (NodThera; prior senior finance roles at Repare, AVROBIO, Immatics) and 15 years in healthcare investment banking (Morgan Stanley, Needham) .
- Legal foundation in M&A and securities from Sullivan & Cromwell; advanced degrees in business and law (MBA, J.D.) .
- Fit for Audit Chair responsibilities overseeing auditor independence, financial reporting integrity, and internal controls .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership at PRLD | Not yet disclosed in a proxy/ownership table post‑appointment (joined Oct 17, 2025) . |
| PRLD awards known | 76,000 stock options granted at appointment; vest 1/36 monthly over three years . |
| Hedging/Pledging | Hedging prohibited under Trading Policy; pledging not addressed in cited excerpts . |
Insider Trades
| Date | Filing Type | Summary | Source |
|---|---|---|---|
| As of appointment (Oct 17, 2025) | — | No Form 4 transactions were referenced in the appointment 8‑K; future transactions would be reported on Form 4 |
Governance Assessment
- Positive signals:
- Appointment as Audit Committee Chair adds seasoned financial oversight and capital markets depth to the Board during a clinical execution phase .
- No related‑party exposure disclosed; company maintains anti‑hedging and clawback policies aligned with investor expectations .
- Watch items:
- Time‑commitment risk: concurrent service on multiple public company boards (Fulcrum, TScan, Mallinckrodt, Sonoma) plus PRLD; monitor attendance and engagement in 2026 proxy .
- Onboarding option grant (76,000) is larger than the standard annual grant (23,500) for continuing non‑employee directors—typical for new director recruitment but worth tracking for equity dilution and alignment over time .
Overall: Dorton’s profile (CFO, banking, legal) is well‑matched to an Audit Chair role; absence of related‑party ties and existing governance policies support independence and alignment. Investors should monitor board workload and upcoming proxy disclosures (attendance, ownership, additional grants) to validate sustained effectiveness .