John Ketchum
About John Ketchum
John Ketchum (age 69) has served as an independent Class III director of Tango Therapeutics since August 2023. He holds a B.A. from Hamilton College and an M.B.A. from the University of North Carolina at Chapel Hill. His background includes senior commercial leadership roles at Novartis and post‑Novartis advisory/operating experience focused on international drug commercialization and oncology ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis International AG | Senior Vice President, Region Head, Emerging Growth Markets | 2014–2017 | Led commercial operations across high-growth geographies |
| Novartis International AG | Senior Vice President, Region Head, Latin America | 2014–2017 | Directed regional strategy and market development |
| Bonnieview Consulting, LLC | Operator/Principal | 2018–present | Strategic and business services from R&D to commercialization |
| CureLeads (Middle East & North Africa) | Founder and Advisor | 2019–present | Supports specialty drug commercialization in MENA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ernest Pharmaceuticals LLC (private) | Advisor and Chairman of the Board | Current | Privately held oncology company |
Board Governance
- Board/Committee roles: Compensation Committee member (chair: Malte Peters); not on Audit or Nominating & Corporate Governance Committees .
- Independence: The Board determined all directors other than the CEO (Barbara Weber) are independent; Ketchum qualifies as independent under Nasdaq and SEC rules .
- Attendance/engagement: In 2024, Board held 4 meetings; Audit 4, Compensation 3, Nominating & Governance 2. All directors attended at least 75% of Board and committee meetings; five directors attended the June 5, 2024 annual meeting .
- Class/tenure: Class III director continuing in office until the 2027 annual meeting; has served as a director since August 2023 .
Fixed Compensation
| Component (2024) | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 45,750 | |
| Annual Director Cash Retainer (Policy) | 40,000 | |
| Committee Member Cash Retainers (Policy, revised May 2024) | Compensation: 6,000; Nominating & Governance: 5,000; Audit: 7,500 | |
| Committee Chair Cash Retainers (Policy, revised May 2024) | Compensation: 12,000; Nominating & Governance: 10,000; Audit: 15,000 | |
| Non‑Executive Chair; Lead Independent Director (Policy) | Chair: 30,000; Lead Independent Director: 15,000 |
Notes: Cash totals reflect policy plus role-specific retainers; meeting fees are not used. Policy revisions in May 2024 increased certain committee retainers to align with peers .
Performance Compensation
| Component (2024) | Amount ($) | Grant/Outstanding Detail | Source |
|---|---|---|---|
| Stock Awards (RSUs) | 34,738 | RSU grants valued at grant-date fair value (ASC 718) | |
| Option Awards | 145,941 | Options valued at grant-date fair value (ASC 718) | |
| Outstanding Options (as of 12/31/2024) | — | 88,125 shares subject to outstanding options | |
| Outstanding RSUs (as of 12/31/2024) | — | 11,355 shares subject to outstanding RSUs |
Director equity award terms (policy):
- Initial award upon election: Option for 60,000 shares (36 monthly vesting over 3 years); RSUs for 10,000 shares (3 equal annual installments over 3 years) .
- Annual awards: Option for 37,500 shares (12 monthly vesting over 1 year); RSUs for 6,250 shares (vest in full by first anniversary or next annual meeting) .
- Change-in-control: All unvested director options and RSUs vest in full upon a change in control .
- Pro-ration: Directors elected within 12 months prior to annual grant receive pro‑rated annual option/RSU awards; Ketchum’s 2024 grants were pro‑rated per policy .
Performance metrics: Director equity awards are time‑based; no TSR/financial performance metrics are applied to director awards (valuation under ASC 718 only) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlock Notes |
|---|---|---|---|---|
| Ernest Pharmaceuticals LLC | Private | Advisor; Chairman | — | No Item 404 relationships disclosed for Ketchum in proxy |
- Compensation Committee Interlocks: The Compensation Committee (including Ketchum) had no interlocks; none of its members were Company officers or had Item 404 relationships; no reciprocal board/committee interlocks with other issuers in 2024 .
- Related party transactions disclosed involved Sesame Therapeutics (Weber, Borisy, Nextech/Pothula), Revolution Medicines, and a consulting agreement with Aaron Davis; Ketchum is not named among related parties in these transactions .
Expertise & Qualifications
- Commercialization expertise: Extensive U.S. and international drug commercialization leadership; senior regional P&L roles at Novartis .
- Oncology venture experience: Advisor/Chairman at a private oncology company; founder/advisor roles in commercialization services (CureLeads) .
- Education: B.A. (Hamilton College); M.B.A. (UNC Chapel Hill) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown | As‑of |
|---|---|---|---|---|
| John Ketchum | 64,114 | <1% | 3,333 common shares; options to purchase 60,781 shares exercisable within 60 days | April 1, 2025 |
- Shares outstanding used for calculation: 108,107,890 common shares as of April 1, 2025 .
- Pledging/hedging: Company insider trading policy addresses pledging risk and expressly prohibits short sales and derivative transactions (puts/calls); no pledging by Ketchum is disclosed in the proxy .
Governance Assessment
- Independence and engagement: Independent director with Compensation Committee service; attended at least 75% of Board/committee meetings per Board-wide disclosure; Compensation Committee met 3 times in 2024 .
- Pay structure alignment: Mix of cash retainer plus equity (options and RSUs) aligns director incentives with shareholder value; 2024 policy revisions increased annual equity grant sizes and committee retainers to peer‑median levels .
- Conflicts and related‑party exposure: No Item 404 related‑party transactions disclosed involving Ketchum; Audit Committee oversight and full Board review were used where potential conflicts existed for other directors (Sesame; Revolution Medicines) .
- Compensation governance: Independent Compensation Committee engages Pearl Meyer as an independent advisor; annual peer benchmarking and independence assessment found no consultant conflicts .
- RED FLAGS: None identified specific to Ketchum in proxy disclosures (no interlocks, no related‑party transactions, no pledging/hedging disclosed). Note that director equity fully accelerates upon change‑in‑control, a common provision but one that can be viewed as a potential entrenchment risk; however, it applies uniformly to non‑employee directors under the policy .
