Kathleen LaPorte
About Kathleen LaPorte
Independent Class II director at Q32 Bio Inc. (QTTB) since March 2024; previously served on Legacy Q32’s board since July 2021. Age 63 as of April 16, 2025. Education: B.S. Biology (Yale University) and M.B.A. (Stanford Graduate School of Business). Noted governance credentials include audit committee financial expert designation and multiple public-company committee chair roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Q32 Bio | Director | Jul 2021–Mar 2024 | Board oversight pre-merger |
| Nodality Inc. | CBO/CEO | 2014–2016 | Senior leadership in biotechnology |
| The Sprout Group | General Partner | 1993–2005 | Co-founded New Leaf Ventures; investing leadership |
| California Institute for Regenerative Medicine | Member | Prior role (dates not specified) | Public-sector life sciences governance |
External Roles
| Company | Ticker | Role | Committee Positions | Since |
|---|---|---|---|---|
| CERo Therapeutics Holdings, Inc. | CERO | Director | Chair, Compensation Committee | 2024 |
| Bolt Biotherapeutics, Inc. | BOLT | Director | Chair, Audit Committee | 2020 |
| Precipio Diagnostics | PRPO | Director | Chair, Audit Committee | 2019 |
| 89Bio | ENTB | Director | Chair, Compensation; Member, Nominating & Governance | Nov 2021 |
| Elysium Therapeutics | — | Director | — | — |
Governance signal: Extensive committee-chair experience in audit and compensation across multiple public biotechs, strengthening QTTB’s board financial oversight and pay governance .
Board Governance
- Independence: Determined independent under Nasdaq rules (April 2025 board review) .
- Committee assignments: Audit Committee Chair and designated audit committee financial expert; member, Nominating & Corporate Governance Committee; participates in Audit Committee report .
- Committee activity and board attendance: Audit met 4 times; Nominating & Governance met 1 time; Board met 7 times; each director (including LaPorte) attended ≥75% of applicable meetings .
- Anti-hedging/pledging: Company policy prohibits short sales, derivatives/hedging, margin, and pledging of company stock for directors and officers .
- Indemnification: Company maintains director indemnification agreements .
- Related-party oversight: Audit Committee reviews/approves related-person transactions per formal policy .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $59,055 | Actual cash retainer paid in 2024 |
| Standard Board Cash Retainer | $40,000 | Policy baseline |
| Audit Chair Cash Retainer | $9,500 | Policy |
| Nominating & Governance Member Cash Retainer | $5,000 | Policy |
Policy structure: Non-employee directors receive $40,000 annual retainer; committee chair/member stipends as above; option-in-lieu election permitted but LaPorte did not elect options in lieu of cash in 2024 (only Grayzel, Lundberg, Manke did) .
Performance Compensation
| Equity Award Type | Grant Value Basis | Vesting | Notes |
|---|---|---|---|
| Annual Director Stock Option | $114,000 (Black-Scholes) | Vests fully by next annual meeting or 1 year | Granted at each annual meeting |
| Initial Director Stock Option | $228,000 (Black-Scholes) | 1/3 at 1-year; remainder monthly over next 2 years | Upon initial appointment/election; 10-year term |
| Option Awards (LaPorte, FY 2024) | $164,607 | As reported for 2024 | Excludes options granted in lieu of cash |
RED FLAG: On February 24, 2025, all “underwater” options for current employees and non-employee directors (exercise price above market) granted prior to Feb 23, 2025 were repriced to $2.54 per share (closing price) — repricing is typically a shareholder-unfriendly action unless strongly justified .
Other Directorships & Interlocks
- Venture-backed investors with board representation: OrbiMed (Xu), Atlas Venture (Grayzel), Acorn Bioventures (Manke) are ≥5% holders and have affiliated directors on QTTB’s board, creating potential information-flow interlocks; LaPorte is independent and not disclosed as affiliated with these funds .
- Registration Rights: Shelf registration rights granted to Pre-Closing Financing investors (including 5%+ holders), standard in venture-backed biotechs .
Expertise & Qualifications
- Financial oversight: Audit chair; audit committee financial expert designation (SEC-defined), bolstered by multiple external audit chair roles .
- Industry experience: Extensive biopharma leadership and venture capital background; co-founded New Leaf Ventures; senior roles at Nodality and Sprout Group .
- Education: Yale B.S. Biology; Stanford GSB M.B.A. .
Equity Ownership
| Ownership Detail | Amount | As-of |
|---|---|---|
| Beneficially Owned Shares (incl. options exercisable ≤60 days) | 16,734 (<1%) | April 16, 2025 |
| Shares held via Kathleen D. LaPorte Revocable Trust | 5,431 | April 16, 2025 |
| Options exercisable ≤60 days | 11,303 | April 16, 2025 |
| Total options outstanding (all) | 20,146 | Dec 31, 2024 |
| Pledging/Hedging | Prohibited by company policy | Policy in effect |
Alignment: Modest direct/option ownership (<1%) consistent with early-stage biotech norms; anti-pledging/hedging policy strengthens alignment .
Governance Assessment
- Strengths: Independent director; audit chair with SEC “financial expert” status; strong attendance; robust anti-hedging/pledging; formal related-party and compensation recovery policies; broad external committee experience in audit and compensation .
- Risks/Red Flags: 2025 option repricing across employees and directors is a notable governance concern (potential value transfer and misalignment if not accompanied by shareholder approval and clear rationale) . Board includes multiple investor-affiliated directors (OrbiMed, Atlas, Acorn), which can create perceived conflicts in capital allocation and transactions; mitigants include independence determinations and related-party transaction controls .
- Compensation Mix: Director pay combines cash retainers with sizable option grants; no disclosed director performance metrics; equity accelerates on sale events per plan, standard practice but can dilute performance linkage .
Overall investor confidence signal: LaPorte’s audit leadership and independence are positives; monitor ongoing effects of option repricing and ensure stringent oversight of related-party dynamics given investor-affiliated board composition .