Katherine Bach Kalin
SELLAS Life Sciences GroupAbout Katherine Bach Kalin
Independent director of SELLAS Life Sciences Group since August 2022; currently Chair of the Compensation Committee (since June 2024) and member of the Nominating & Corporate Governance Committee (since October 2022). Age 62. Background includes Partner at McKinsey & Co. (1990–2002), senior leadership roles at Johnson & Johnson (2002–2011), Head of Corporate Strategy at Celgene (2012–2017), and early-career corporate finance at Nomura International. Education: B.A. from Durham University (UK) and M.B.A. from Harvard Business School. The Board has affirmatively determined she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene | Led Corporate Strategy | 2012–2017 | Corporate strategy leadership for biopharma portfolio |
| Johnson & Johnson | Executive leadership in marketing, sales, new business development | 2002–2011 | Business development and commercial leadership |
| McKinsey & Co. | Partner, global healthcare practice | 1990–2002 | Strategy advisory across pharma, diagnostics, devices, digital health |
| Nomura International (UK & Japan) | Manager, Corporate Finance | 1984–1988 | Capital markets and corporate finance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Genfit S.A. (NASDAQ: GNFT) | Non-executive director | Current | Strategy & Alliances; ESG |
| Brown Advisory LLC (private) | Director | Current | Audit & Finance |
| FemHealth Ventures (private) | Director | Current | — |
| Summit Foundation (non-profit) | Trustee | Current | — |
| Athersys, Inc. (OTC: ATHX) | Director (prior) | 2020–2022 | Audit; Compensation |
| Clinical Genomics (private) | Director (prior) | 2018–2021 | Audit; Financial Risk |
Board Governance
- Classification and term: Class II director; current term expires at the 2027 annual meeting.
- Independence: Board affirmed independence under Nasdaq standards.
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee.
- Attendance: 100% attendance at Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (John Varian) since June 2024; separation of Chair/CEO roles.
- Clawback: Dodd-Frank/Nasdaq-compliant clawback policy amended September 12, 2023.
- Related-person transactions: Company has a formal policy and Audit Committee review process; no related-person transactions involving Ms. Kalin are identified in the proxy; independence affirmed.
- Insider trading/pledging: Prohibits short sales, hedging, and pledging of Company securities (limited exceptions require demonstrated capacity to repay without pledged shares).
Fixed Compensation
| Item | FY 2024 (Actual) | Source |
|---|---|---|
| Cash fees (Board/committee retainers and roles) | $61,275 | |
| Option awards (grant date fair value) | $4,586 | |
| Stock awards (RSUs; grant date fair value) | $3,117 | |
| Total | $68,978 |
Director cash retainers (policy as of Jan 10, 2025):
- Annual base retainer: $40,000
- Additional Non-Executive Chair: $30,000
- Committee Chair fee: Audit $18,000; Compensation $18,000; Nominating & Corporate Governance $18,000; Science $18,000
- Committee member fee: Audit $8,000; Compensation $8,000; Nominating & Corporate Governance $8,000; Science $8,000
Performance Compensation
| Program Element | Terms | Vesting | Source |
|---|---|---|---|
| Initial director equity grant | 74,500 stock options | 36 equal monthly installments over 3 years | |
| Annual director equity grant | 18,500 stock options + 12,500 RSUs | Options: vest in full by 1-year anniversary or business day prior to next AGM; RSUs: vest Dec 1 of grant year | |
| 2024 grant (Kalin) | 10,000 stock options granted Jan 22, 2024; RSU grant (value disclosed) | Options/RSUs vest per annual-grant policy above |
- Performance metrics: Director equity is time-based; no performance-condition metrics are disclosed for non-employee directors.
Other Directorships & Interlocks
- Current public company board: Genfit S.A. (NASDAQ: GNFT); committees: Strategy & Alliances, ESG. No disclosed interlocks or related-party transactions with SLS.
- Prior public board: Athersys, Inc. (OTC: ATHX), Audit & Compensation Committees (2020–2022).
Expertise & Qualifications
- 25+ years in healthcare across pharma, diagnostics, devices, digital health; senior operating experience at Celgene and J&J; strategic advisory as McKinsey partner.
- Capital markets and corporate finance experience (Nomura).
- Educational credentials: BA (Durham University), MBA (Harvard Business School).
- Committee leadership: Chair of SLS Compensation Committee (since June 2024).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Components (detail) |
|---|---|---|---|
| Katherine Bach Kalin | 48,900 | <1% | 10,400 common shares; options to purchase 38,500 shares exercisable within 60 days |
Additional alignment and policies:
- Stock ownership guidelines: Non-employee directors must hold 3x annual cash retainer; existing and new directors have until Oct 1, 2028 (or 5 years from election) to achieve; all covered persons making appropriate progress.
- Hedging/pledging: Prohibited (limited exceptions for pledging require demonstrable capacity to repay without pledged shares).
Governance Assessment
- Strengths: Independent director with deep healthcare operating and strategy experience; Compensation Committee Chair with an independent compensation consultant (Radford); 100% attendance; robust clawback and insider trading/anti-hedging policies; formal ownership guidelines to align director incentives with shareholders.
- Compensation structure: Modest cash retainer supplemented by equity grants that vest time-based (not performance-based), which aligns long-term but provides less direct pay-for-performance linkage at the director level; policy updated Jan 2025 to standardize initial/annual grant sizes.
- Potential watch items: Multiple external roles could create time demands, though 2024 attendance was perfect; prior say-on-pay support (2023) was approximately 60%, indicating some shareholder scrutiny of compensation matters overseen by the committee (not a director-specific vote but relevant to compensation governance).
- Conflicts/related parties: No related-person transactions involving Ms. Kalin identified; Board reaffirmed her independence.