Cynthia Butitta
About Cynthia M. Butitta
Independent director at UroGen Pharma Ltd. since October 2017; age 70 per the 2025 proxy, with deep operating and finance leadership across biotech . She holds a B.S. in Business and Accounting (Edgewood College) and an M.B.A. in Finance (University of Wisconsin–Madison), and is designated by the Board as an audit committee financial expert under SEC rules and Nasdaq standards . Prior roles include CFO and COO positions at Kite Pharma, Telik, and NextWave, underscoring strong financial stewardship and operational depth . She is independent under Nasdaq listing standards, alongside all directors other than the CEO .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kite Pharma, Inc. | CFO | Jan 2014 – May 2016 | CFO with subsequent elevation to COO |
| Kite Pharma, Inc. | COO | Mar 2014 – Sep 2017 | COO during commercial scaling phase |
| NextWave Pharmaceuticals Inc. | SVP & CFO | May 2011 – Dec 2012 | Specialty pharma finance leadership |
| Telik, Inc. | COO | Mar 2001 – Dec 2010 | Operations leader at biopharma |
| Telik, Inc. | CFO & Principal Accounting Officer | Aug 1998 – Dec 2010 | CFO and PAO responsibilities |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autolus Ltd. | Director | Since Mar 2018 | Not disclosed in URGN proxy |
| Olema Oncology | Director | Since Aug 2020 | Not disclosed in URGN proxy |
| Century Therapeutics, Inc. | Director | Since Feb 2021 | Not disclosed in URGN proxy |
Board Governance
- Committee assignments: Audit Committee (Chair; members: Butitta, Holden, Wen); Compensation, Nominating & Governance, and Compliance Committees noted as standing committees with independence for all members .
- Independence: Board determined all directors except the CEO are independent; Audit Committee members meet Rule 10A-3(b)(1) and Nasdaq independence requirements; Butitta is the Board-designated “audit committee financial expert” .
- Attendance and engagement: Board met 8 times in 2024; Audit (4), Compensation (4), Nominating & Corporate Governance (3), Compliance (4); each director/committee member attended at least 75% of meetings; independent directors held 5 executive sessions in 2024 .
- Risk oversight: Audit oversees financial risk and cybersecurity processes per charter; Compliance oversees legal/regulatory risk; Compensation monitors risk from pay policies; Nominating monitors governance effectiveness .
| Meeting cadence (2024) | Count |
|---|---|
| Board | 8 |
| Audit Committee | 4 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 3 |
| Compliance Committee | 4 |
| Executive sessions (independent directors) | 5 |
Fixed Compensation
| 2024 Non-Employee Director Compensation (USD) | Cash Fees | Option Awards (ASC 718 FV) | Total |
|---|---|---|---|
| Cynthia M. Butitta | $62,011 | $131,911 | $193,922 |
| Non-Employee Director Compensation Policy (cash retainers) | Amount |
|---|---|
| Board retainer (non-Chair) | $45,000 (increased from $40,000 in Aug 2024) |
| Chair of the Board | $195,000 |
| Audit Committee member / chair | $7,500 / $20,000 |
| Compensation Committee member / chair | $5,000 / $15,000 |
| Nominating & Corporate Governance Committee member / chair | $5,000 / $15,000 |
| Compliance Committee member / chair | $5,000 / $15,000 |
Performance Compensation
| Equity Award Terms (Directors) | Details |
|---|---|
| Initial option grant | 20,000 options; FMV exercise price; 10-year term; vests quarterly over 3 years |
| Annual option grant | 10,000 options each annual meeting; FMV exercise price; 10-year term; vests quarterly over 1 year |
| Proration (new directors) | 0/5,000/10,000 based on days served before first annual meeting |
| Option pricing and term | Exercise price at 100% of FMV on grant date; 10-year term |
| Performance metrics tied to director equity | None disclosed; director awards are service-based (time-vested) |
| Outstanding Options (as of Dec 31, 2024) | Count |
|---|---|
| Cynthia M. Butitta | 112,500 |
Other Directorships & Interlocks
| External Board | Potential Interlock with URGN | Notes |
|---|---|---|
| Autolus Ltd. | None disclosed | URGN proxy lists role; no URGN transactions disclosed with Autolus |
| Olema Oncology | None disclosed | URGN proxy lists role; no URGN transactions disclosed with Olema |
| Century Therapeutics, Inc. | None disclosed | URGN proxy lists role; no URGN transactions disclosed with Century |
- Related party context at URGN: 2025 IconOVir asset purchase; affiliates of Board Chair held promissory notes potentially entitled to ~28.3% of the purchase price, subject to URGN’s related person transaction policy review (Audit Committee or independent body) .
- Implication: As Audit Chair, Butitta is positioned to oversee such related-person reviews per policy (risk, independence impact, third-party comparability) .
Expertise & Qualifications
- Finance and operations veteran (CFO/COO) in biotech; designated audit committee financial expert, implying advanced financial reporting, controls, and auditing oversight capability .
- Education: B.S. with honors (Business & Accounting), Edgewood College; M.B.A. in Finance, UW–Madison .
- Board believes her “financial knowledge and experience” qualify her for Board service .
Equity Ownership
| Metric | Dec 31, 2024 | Jun 30, 2025 |
|---|---|---|
| Options outstanding | 112,500 | — |
| Ordinary shares beneficially owned | — | 120,000; <1% of outstanding |
- Policy safeguards: Insider Trading Policy prohibits short sales, put/call option transactions, hedging, and margin accounts in URGN equity—mitigating misalignment risk and speculative trading .
- No pledging disclosed; no director loans or related-party transactions involving Butitta disclosed .
Governance Assessment
- Strengths: Independent director with deep finance/operating credentials; Audit Committee Chair and SEC/Nasdaq-designated financial expert; consistent attendance (≥75%); robust insider trading/anti-hedging policy; meaningful equity alignment via options and beneficial ownership .
- Watch items: Board-level related-party exposure via IconOVir/Chair affiliates (28.3% of purchase consideration) requires strong Audit Committee oversight and documentation of arm’s-length terms; investors should monitor execution of URGN’s related person policy and any subsequent disclosures .
- Compensation structure: Director pay is mostly standard cash retainer + time-based options; absence of performance-conditioned director equity reduces pay-for-performance sensitivity but aligns service tenure with equity vesting; cash/equity mix in 2024 totaled ~$194k for Butitta, with option FV ~$132k and cash ~$62k .
- Independence and risk oversight: Committees composed of independent directors; Audit charter covers cybersecurity and financial risk; effective committee architecture supports board effectiveness .
RED FLAGS: None specific to Butitta disclosed. Board-level related person exposure (IconOVir transaction benefiting Chair-affiliated noteholders) is a governance risk that merits continued scrutiny of Audit Committee process and independence safeguards .