Katina Dorton
About Katina Dorton
Katina Dorton, J.D., M.B.A., age 67, has served as an independent Class II director of TScan Therapeutics (TCRX) since March 2021; her current term expires at the 2026 annual meeting. She is a seasoned finance executive and board member with prior CFO roles across multiple biotechnology companies, investment banking leadership roles at Morgan Stanley and Needham, and legal training at Sullivan & Cromwell; she holds a J.D. (University of Virginia), M.B.A. (George Washington University), and B.A. (Duke), and is NACD Directorship Certified. At TScan, she chairs the Audit Committee (designated audit committee financial expert) and chairs the Nominating & Corporate Governance Committee, and is a member of the Compensation Committee, with the board affirming her independence under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nodthera Inc. | Chief Financial Officer | 2020–2022 | Led finance for inflammasome-focused biotech |
| Repare Therapeutics Inc. | Chief Financial Officer | 2019–2020 | Synthetic lethality oncology finance leadership |
| AVROBIO, Inc. | Chief Financial Officer | 2017–2018 | Lentiviral gene therapy finance leadership |
| Immatics GmbH | Chief Financial Officer | 2015–2017 | Biotech CFO; capital raising |
| Morgan Stanley | Managing Director, Investment Banking | Not disclosed | Life sciences advisory, capital markets |
| Needham & Company | Managing Director, Investment Banking | Not disclosed | Growth company advisory |
| Sullivan & Cromwell | Attorney | Not disclosed | Legal training; capital markets foundation |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Fulcrum Therapeutics, Inc. | Director | Since Jan 2020 | Audit Committee Chair; Compensation & Human Capital Mgmt member |
| Mallinckrodt plc | Director | Since Feb 2024 | Audit Committee Chair; Human Resources & Compensation member |
| US Ecology, Inc. | Director | 2014–2022 (acquired by Republic Services) | Director |
| Pandion Therapeutics, Inc. | Director | 2020–2021 (acquired by Merck) | Audit Committee Chair |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Dorton is independent under Nasdaq/SEC rules. She is designated an “audit committee financial expert.”
- Committees: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Chair). She is not on the Research & Clinical Development Committee.
- Board structure: Seven directors; classified board; Dorton is Class II with term expiring 2026.
- Meeting cadence (2024): Board met 4 times; Audit met 5; Compensation met 4; Nominating & Corporate Governance met 2; Research & Clinical Development met 5.
- Attendance: Each director attended at least 75% of combined board and committee meetings in 2024 (except a director who resigned in June 2024), indicating robust engagement.
- Policies supporting governance: Insider trading policy addressing pledging/margin risks and hedging; compensation clawback policy adopted per SEC/Nasdaq in 2023.
- Say-on-pay: As an emerging growth company, TScan is not required to hold say‑on‑pay votes.
Fixed Compensation
| Component | Amount ($) | Basis |
|---|---|---|
| Board retainer | 40,000 | Non‑employee director annual cash retainer |
| Audit Committee member | 7,500 | Member annual fee |
| Audit Committee chair (additional) | 7,500 | Chair additional annual fee |
| Compensation Committee member | 6,000 | Member annual fee |
| Nominating & Corporate Governance member | 4,000 | Member annual fee |
| Nominating & Corporate Governance chair (additional) | 4,000 | Chair additional annual fee |
| Total fees earned (2024) | 69,000 | Per Director Compensation table |
Performance Compensation
| Award Type | Grant Size (shares) | 2024 Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|
| Annual non‑employee director stock option | 47,500 | 307,073 (Dorton, 2024) | Vests in full upon the earlier of first anniversary or next annual meeting | New directors also receive 47,500‑share initial option; time‑based vesting only |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed (no TSR/financial/ESG metrics for director awards; options are time‑based) | Not applicable |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Fulcrum Therapeutics; Mallinckrodt plc | Multiple audit chair roles may increase time commitments but provide deep audit oversight expertise; no TScan related‑party transactions disclosed in 2024+ |
Expertise & Qualifications
- Financial oversight: Audit Chair at TScan; designated audit committee financial expert; extensive CFO and investment banking experience.
- Legal and governance: J.D.; NACD Directorship Certified; chairs Nominating & Corporate Governance at TScan.
- Biotech domain knowledge: Senior finance roles across gene therapy, oncology, and immunology platforms.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Apr 30, 2025) | 140,426 shares via options vested and exercisable within 60 days; less than 1% of outstanding (*) |
| Outstanding options (as of Dec 31, 2024) | 140,426 options held |
| Pledging/Hedging | Company insider trading policy addresses pledging/margin and hedging risks; no individual pledging disclosures provided |
Governance Assessment
- Strengths supporting investor confidence:
- Dual committee chair roles (Audit; Nominating & Corporate Governance) with formal designation as audit committee financial expert.
- Independence affirmed; robust attendance threshold met; clear committee charters and meeting cadence.
- Conservative director pay structure: modest cash retainers with time‑based option grants; no performance metric manipulation exposure for director awards.
- Policies: related‑party transaction review (audit committee), insider trading policy addressing pledging/hedging risks, and SEC/Nasdaq‑compliant clawback policy.
- Potential watch‑items:
- Board workload: Concurrent audit chair roles at external public companies (Fulcrum, Mallinckrodt) increase time demands; continue to monitor attendance and responsiveness.
- EGC status limits shareholder advisory votes (no say‑on‑pay), reducing direct investor feedback mechanisms until EGC status ends.
- Conflicts/related parties:
- Company disclosed no related‑party transactions since Jan 1, 2024; audit committee oversees any such matters under formal policy.