Kimball Hall
About Kimball Hall
Kimball Hall, 59, has served as an independent director of Vera Therapeutics since December 2021. She is currently President and Chief Executive Officer of Innocoll Holdings Ltd. (since January 2023) and holds a B.S. in microbiology from the University of Washington; her core credentials include senior manufacturing leadership and operations roles across Genentech and Amgen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abzena Holdings (US), LLC | President & Chief Operating Officer; previously Chief Operating Officer; board member | COO from Oct 2019; President & COO Dec 2020–Jan 2023 | Led CDMO operations; sat on board |
| Genentech (Roche) | Senior Vice President, Global Head of Drug Substance Manufacturing; member of Executive Committee | Since Jan 2016 (prior to Abzena) | Oversaw global drug substance manufacturing |
| Amgen | Various executive positions | 16 years (prior to Genentech) | Biotech operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innocoll Holdings Ltd. | President & Chief Executive Officer | Since Jan 2023 | Pharmaceutical company leadership |
| Abzena | Board member | During Abzena tenure | Private company board role |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq rules .
- Board chair: Michael Morrissey, Ph.D.; chair separate from CEO, with committee chairs reporting periodically .
- Board meetings and executive sessions: Board met 5 times in 2024; independent directors held 5 executive sessions; each Board member attended at least 75% of aggregate Board and committee meetings for their service period .
- Committees and 2024 meeting counts:
- Compensation Committee: Member (not chair); committee met 4 times .
- Audit Committee: Not a member .
- Nominating & Corporate Governance Committee: Not a member .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Non-employee director cash retainer |
| Compensation Committee member retainer (cash) | $6,000 | Committee member retainer; increased to $7,500 effective Jan 1, 2025 |
| Fees earned or paid in cash (total) | $46,000 | Sum consistent with policy and reported for 2024 |
Policy changes effective Jan 1, 2025: Chair retainer increased to $35,000; Compensation Committee member retainer increased to $7,500; Compensation Committee chair retainer increased to $7,500 .
Performance Compensation
| Equity Component | 2024 Grant/Status | Vesting/Terms | Value/Units |
|---|---|---|---|
| Annual option grant (non-employee director) | Granted under 2021 Plan per policy | Annual grants vest by the earlier of first anniversary or next annual meeting; 10-year term; initial grants vest monthly over 3 years; full acceleration on change-in-control if in service through event | Grant-date fair value reported: $386,589 |
| Options outstanding (as of Dec 31, 2024) | 63,775 options | As reported outstanding for Hall | 63,775 |
Other Directorships & Interlocks
| Person/Company | Relation | Note |
|---|---|---|
| Beth Seidenberg, M.D. (VERA director) | Prior Amgen senior executive | Shared prior employer with Hall (Amgen) |
| Christy Oliger (VERA director) | Senior roles at Genentech; current public boards | Shared prior employer with Hall (Genentech) |
- No other current public company directorships for Hall are disclosed in the proxy .
- Related-party transaction screening is through Audit Committee; no Hall-specific transactions disclosed .
Expertise & Qualifications
- Deep manufacturing and operations expertise: SVP Global Head of Drug Substance Manufacturing at Genentech; executive roles at Amgen .
- CDMO leadership and board exposure at Abzena; current CEO experience at Innocoll .
- Life sciences industry breadth aligns with Vera’s needs; Board cited extensive pharma/biotech experience for her nomination .
Equity Ownership
| Item | Amount/Status | Detail |
|---|---|---|
| Total beneficial ownership | 63,775 shares (via options exercisable within 60 days) | Less than 1% of shares outstanding |
| Vested vs. unvested | Not broken out (reported as exercisable within 60 days) | Director options aggregate reported; vesting governed by policy |
| Pledging/hedging | Prohibited | Insider trading policy bans hedging, short-selling, and pledging |
| Ownership guidelines | Not disclosed | No director ownership guideline disclosure in proxy sections reviewed |
Governance Assessment
- Strengths:
- Independent status, active Compensation Committee service, and compliance with robust anti-hedging/pledging policies support alignment and board effectiveness .
- Director compensation structure uses capped grant-date fair values and vesting aligned to service periods, evidencing attention to dilution and pay discipline; cash retainers transparent and modest .
- Clean related-party profile for Hall in disclosed transactions; Audit Committee oversight and formal related-person transaction policy mitigate conflict risks .
- Watch items:
- Low direct share ownership (economic exposure primarily through options) may reduce immediate “skin-in-the-game” versus direct shareholding, though options do align with stock performance .
- External CEO role (Innocoll) implies significant commitments; while not flagged by attendance metrics (Board-wide ≥75% attendance), investors may monitor time allocation as responsibilities evolve .
- Overall: Hall brings valuable large-cap biopharma manufacturing and operations credentials with independent oversight on Compensation; no disclosed conflicts, solid governance hygiene, and a compensation mix consistent with market norms for small/mid-cap biotech boards .