Kathleen Tregoning
Spero TherapeuticsAbout Kathleen Tregoning
Independent director at Spero Therapeutics since October 2021; age 54. Former Chief Corporate Affairs Officer (2020–Aug 2024) and Head of Commercial Strategy (Sep 2023–Aug 2024) at Cerevel Therapeutics until its acquisition by AbbVie. Prior roles include EVP, External Affairs at Sanofi (2017–2020) and senior corporate/public policy roles at Biogen (2006–2017). Education: B.A., Stanford University; M.A., Public Policy, Harvard Kennedy School. Core credentials: healthcare public policy, corporate affairs, market access, and commercial strategy in biopharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerevel Therapeutics | Chief Corporate Affairs Officer; later Head of Commercial Strategy | Jul 2020–Aug 2024 (acquired by AbbVie Aug 2024) | Led integrated corporate affairs and later commercial strategy functions . |
| Sanofi | EVP, External Affairs | Feb 2017–Mar 2020 | Led market access, communications, policy, government affairs, patient advocacy, CSR globally . |
| Biogen | VP, Public Policy & Government Affairs; SVP, Corporate Affairs | 2006–Feb 2017 | Senior leadership across policy and external affairs . |
| U.S. Congress (Senate/House Committees) | Professional staff – health policy | Prior to 2006 | Policy roles with Senate Budget; House Energy & Commerce; House Ways & Means . |
| Andersen Consulting; City of Los Angeles | Strategy consultant; Assistant Deputy Mayor for Policy & Budget | Early career | Strategy/process design; municipal policy/budget leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy discloses no current public-company directorships for Ms. Tregoning in the past five years beyond Spero . |
Board Governance
- Status and tenure: Class III independent director; term ends at the 2026 annual meeting . Independence affirmed by the Board under Nasdaq rules .
- Committee assignments: Member, Compensation Committee (Chair: Cynthia Smith; other member: Patrick Vink, M.D.). The Compensation Committee met 9 times in 2024 .
- Attendance: The Board met 10 times; Board committees met 24 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings on which they served .
- Board leadership: Board chaired by independent director Frank E. Thomas; CEO and Chair roles separated .
- Executive sessions: Independent directors meet in executive session at least twice per year per Corporate Governance Guidelines .
Fixed Compensation
| Component (Director) | Amount ($) | Notes |
|---|---|---|
| Board member annual retainer | 40,000 | Non-employee director policy . |
| Compensation Committee member fee | 10,000 | Non-employee director policy . |
| 2024 Cash fees (actual) | 50,000 | Matches board + committee; Ms. Tregoning elected to receive stock options in lieu of $40,000 of cash fees for 2024 . |
Performance Compensation
| Equity Component | 2024 Detail | Vesting | Value/Count |
|---|---|---|---|
| Annual RSU grant | Non-employee directors receive 20,000 RSUs at the annual meeting | Cliff vest on first anniversary of grant date | $28,400 grant date fair value for Ms. Tregoning in 2024 . |
| Options in lieu of cash (election) | Ms. Tregoning elected NQOs in lieu of $40,000 of 2024 cash fees | Options granted first business day of calendar year; vest in four quarterly installments during the year | Number of shares determined by Black-Scholes; election noted specifically for Ms. Tregoning . |
Notes: Equity grant timing/policy for directors is defined in the Non-Employee Director Compensation Policy; grants are subject to the 2017 Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond Spero . |
| Committee roles elsewhere | Not disclosed . |
| Potential interlocks | None disclosed for Ms. Tregoning. Context: GSK is a principal stockholder and commercial partner of Spero; another Spero director (John C. Pottage, Jr., M.D.) previously served at GSK/ViiV; no related-party transactions involving Ms. Tregoning are disclosed . |
Expertise & Qualifications
- Public policy and external affairs leadership across large-cap biopharma (Sanofi, Biogen), plus corporate affairs and commercial strategy at Cerevel; strengths in market access, policy, stakeholder engagement .
- Academic credentials from Stanford (B.A.) and Harvard Kennedy School (M.A., Public Policy) .
- Brings healthcare policy and life sciences industry knowledge identified by the Board as relevant to Spero .
Equity Ownership
| Ownership Metric (as of Apr 1, 2025) | Detail |
|---|---|
| Total beneficial ownership | 140,974 shares (consisting of 55,000 common shares and 85,974 options exercisable within 60 days) . |
| % of outstanding shares | Less than 1% (based on 55,900,641 shares outstanding) . |
| Outstanding director options (12/31/2024) | 85,974 options (aggregate outstanding; mix of exercisable/unexercisable not broken out here) . |
| Hedging/pledging | Company policy prohibits hedging and short-term speculative trading by directors; pledging not specifically addressed in the cited section . |
| Stock ownership guidelines | Not disclosed in the proxy for directors . |
Insider Trading Activity
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| May 29, 2024 | Stock award (RSU grant) | 20,000 | $0.00 (grant) | |
| Jan 2, 2024 | Option grant (in lieu of cash fees; per policy timing) | Not specified in summary | — | Policy: options granted first business day of year ; Form 4 index entry confirming filing |
Governance Assessment
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Strengths
- Independent director with relevant healthcare policy and corporate affairs expertise; committee service on Compensation; Board independence and separation of Chair/CEO roles support robust oversight .
- Compensation alignment: elected equity (options) in lieu of significant portion of cash fees; receives standard annual RSU grant with one-year vesting, aligning with shareholder outcomes .
- Attendance threshold met; Compensation Committee used an independent consultant (Meridian) and found no consultant conflicts of interest .
-
Watch items
- Low direct ownership (<1%) typical for small-cap biotech but limits “skin in the game”; no disclosed director stock ownership guideline .
- No specific disclosure of pledging prohibition; hedging is prohibited under insider trading policy .
-
Conflicts/related parties
- No related-party transactions involving Ms. Tregoning disclosed; broader related-party items involve GSK (license, milestones) and separate consulting agreements with other directors (not Ms. Tregoning) .
-
RED FLAGS
- None disclosed specific to Ms. Tregoning (no low-attendance issues, no related-party transactions, no pay anomalies identified) .