Katherine Goodrich
About Katherine Goodrich
Katherine Goodrich, M.D., age 56, joined the Tarsus Pharmaceuticals, Inc. Board in November 2024 and is nominated as a Class II director to serve until the 2028 annual meeting. She is Humana’s Chief Medical Officer (since August 2022), with prior leadership at CMS as Director of the Center for Clinical Standards and Quality and CMS Chief Medical Officer; she continues to practice as a hospitalist and professor at George Washington University. Dr. Goodrich holds an M.D. from LSU and a master’s in health services research from Yale University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Director, Center for Clinical Standards & Quality; CMS Chief Medical Officer | Prior to 2020 (dates not disclosed) | Led national quality standards and clinical policy |
| Humana | SVP, Clinical Analytics & Trend | Mar 2020 – Aug 2022 | Accountable for analytics and rapid-learning approaches to improve outcomes at lower cost |
| George Washington University Medical Center | Hospitalist; Professor of Medicine | >25 years (ongoing) | Clinical practice and academic leadership |
External Roles
| Organization | Capacity | Start | Notes |
|---|---|---|---|
| Humana | Chief Medical Officer | Aug 2022 | Oversees physician engagement, health equity, social impact |
| National Quality Forum | Director | Not disclosed | Governance in national quality measurement |
| Institute for Accountable Care | Director | Not disclosed | Focus on value-based care outcomes |
| Delaware Valley ACO | Director | Not disclosed | ACO oversight |
Board Governance
- Independence: Board affirmatively determined Dr. Goodrich is independent under Nasdaq standards; independent directors meet in regular executive sessions.
- Class II Nominee: Standing for election to serve until 2028.
- Committee memberships (as of Apr 15, 2025): Audit Committee member; Commercial Committee member. Audit Chair: Scott Morrison; Commercial Chair: Wendy Yarno.
- Financial literacy: Audit members can read and understand fundamental financial statements.
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and applicable committee meetings. Audit Committee met 4 times in 2024; Commercial Committee met 4 times in 2024.
- Lead Independent Director: Wendy Yarno.
- Hedging/pledging policy: Directors prohibited from hedging or pledging company stock.
Fixed Compensation
| Component | Amount/Structure | Period/Effective | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $7,656 | FY2024 | Pro-rated for late-2024 appointment |
| Board Member Retainer | $40,000 | FY2024 | Standard annual cash retainer |
| Committee Member Fees | Audit $10,000; Commercial $7,500; Compensation $7,500; Nominating/Gov $5,000; Science & Tech $6,500 | FY2024 | Pro-rated upon joining |
| Chair Fees | Audit $20,000; Commercial $15,000; Compensation $15,000; Nominating/Gov $10,000; Science & Tech $14,000 | FY2024 | Not applicable to Goodrich (not chair) |
| Board Member Retainer | $50,000 | Effective 2025 Annual Meeting | Increased cash retainer |
Performance Compensation
| Equity Award | Grant Value (FY2024) | Instruments | Quantity | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Stock Awards (RSUs) | $318,719 | RSUs | 6,700 (as of 12/31/2024) | RSUs vest in three equal annual installments on each anniversary of grant for initial award | Director equity vests in full upon “change of control” per 2020 Plan |
| Option Awards | $309,320 | Options | 10,000 (as of 12/31/2024) | Options vest in three equal annual installments on each anniversary of grant for initial award | Director equity vests in full upon “change of control” per 2020 Plan |
| Director Equity Program (2025 update) | Initial equity target value $540,000; Annual equity target value $270,000 | 50% options / 50% RSUs | Determined via grant-to-value (40-day avg price and Black-Scholes factor) | Time-based vesting as per program | Soft cap removed; grant-to-value design adopted |
Other Directorships & Interlocks
| Entity | Type | Relationship to TARS | Notes |
|---|---|---|---|
| National Quality Forum; Institute for Accountable Care; Delaware Valley ACO | Non-profit boards | None disclosed | No related party transactions disclosed with these entities |
| Private eye care company (2024 investment) | Private company | TARS invested $3.0M; Drs. Azamian and Link serve on its board | Related party transaction at company level; not involving Goodrich |
Expertise & Qualifications
- Value-based care and payer operations: Executive leadership at Humana across clinical analytics and CMO responsibilities; direct experience overseeing physician engagement, health equity, and social impact initiatives.
- Federal regulatory and quality standards: Former CMS Director of Clinical Standards & Quality and CMS CMO; governance expertise in national quality measurement.
- Clinical practice and academic medicine: Longstanding hospitalist and professor at GWU; brings clinician perspective to commercial and audit oversight.
- Education: M.D. (LSU); master’s in health services research (Yale).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Exercisable/Convertible within 60 Days | RSUs Held (12/31/2024) | Options Held (12/31/2024) | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Katherine Goodrich | — | * (<1%) | None (due to appointment timing and vesting) | 6,700 | 10,000 | Prohibited by policy |
Governance Assessment
- Board effectiveness: Goodrich strengthens payer, quality, and clinician perspectives on TARS’s Audit and Commercial Committees; audit literacy affirmed; independence confirmed; attendance thresholds met in 2024 (joined in November).
- Compensation alignment: Director equity is time-based and accelerates upon change-of-control; program shifted in 2025 to grant-to-value with sizable initial ($540k) and annual ($270k) targets, while cash retainer rose to $50k—signals emphasis on equity alignment but also higher guaranteed value; monitor for pay inflation versus peers.
- Conflicts and related-party exposure: No related-party transactions disclosed involving Goodrich; company policy prohibits hedging/pledging; independence affirmed after questionnaire review. Note potential perception risk from her Humana CMO role given payer dynamics for XDEMVY, though Board found no independence concerns.
- RED FLAGS: None disclosed for Goodrich (no related-party transactions, legal proceedings, hedging/pledging, or attendance issues). At the company level, a related investment where two directors (Azamian, Link) serve on the investee’s board warrants ongoing audit committee oversight.
Overall, Goodrich enhances governance through payer/regulatory expertise and clinical grounding, with independence affirmed and committee roles aligned to her background; compensation structure is equity-heavy with change-of-control acceleration, meriting continued monitoring for alignment and potential optics given her external payer leadership.