Kathleen LaPorte

About Kathleen D. LaPorte

Independent director since 2018 (age 63), LaPorte chairs Precipio’s Audit Committee and is designated an “audit committee financial expert.” She brings 35 years in life sciences company-building, venture investing, and diagnostics leadership; she holds a B.S. in Biology from Yale and an MBA from Stanford GSB. Current term: Class III director with term expiring at the 2027 annual meeting. Her biography highlights prior venture roles (New Leaf Venture Partners; HealthTech Capital) and operating leadership (CBO/CEO, Nodality).

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except the CEO are independent; all three standing committees are 100% independent. LaPorte is independent.
• Committee assignments (2024): Audit Committee Chair; not listed on Compensation or Nominating & Corporate Governance.
• Audit Committee qualifications: LaPorte qualifies as an “audit committee financial expert”; audit committee oversees financial reporting, internal controls, compliance, and enterprise risk (including cybersecurity).
• Board/committee activity and attendance (2024): Board met 9 times; Audit 8; Compensation 8; Nominating & Corporate Governance 5; all directors attended 100% of Board and applicable committee meetings.
• Leadership structure: Independent Chairman (Richard Sandberg); independent directors hold regular executive sessions at least twice annually.
• Related party transactions: None exceeding disclosure thresholds since Jan 1, 2023.

Committee Membership Snapshot

Fixed Compensation (Director)

Performance Compensation (Director Equity)

• Aggregate options outstanding (12/31/2024): 8,186 options.
• Option repricing: One-time repricing approved effective 08/31/2024 reduced exercise prices above $6.56 down to $6.56 for eligible outstanding options; non-employee directors included. LaPorte filed a Form 4 on 09/06/2024 reflecting this event. RED FLAG: option repricing is often viewed as shareholder-unfriendly unless clearly justified.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial expertise: Designated “audit committee financial expert”; experienced in financial oversight.
• Industry/operating experience: Diagnostics leadership (Nodality); venture formation and investment across life sciences.
• Education: B.S. Biology (Yale); MBA (Stanford GSB).

Equity Ownership

Insider Trading Activity

Governance Assessment

• Strengths

  • Independent Audit Chair with “financial expert” designation; robust audit oversight remit including enterprise and cybersecurity risk. Positive for financial reporting quality.
  • 100% Board and committee attendance in 2024; indicates high engagement.
  • Board leadership by an independent Chair; regular executive sessions of independent directors.
  • No related-party transactions disclosed involving directors; independence confirmed by Board.
  • Directors may take equity in lieu of cash; LaPorte elected shares for a portion of fees, signaling alignment.

• Risks / Red Flags

  • Option repricing (Aug 2024) lowered exercise prices for outstanding underwater options held by employees and non-employee directors, including LaPorte. This can be viewed as shareholder-unfriendly absent compelling rationale. RED FLAG.
  • Board load: LaPorte serves on four other public company boards concurrently (BOLT, QTTB, ETNB, CERO), plus PRPO. Potential overboarding risk depending on issuer guidelines and workload, though no attendance issues are evident.

• Other Observations

  • Committees are fully independent; Board emphasizes diversity and skills matrices; governance practices include proxy access and 100% attendance in 2024.
  • Clawback policy adopted (June 21, 2023) applies to executive officers; no director-specific clawback disclosed.