Kathy Rouan
Director at VKTX
Board
About S. Kathy Rouan
S. Kathy Rouan, Ph.D., age 62 (as of April 8, 2025), has served on Viking Therapeutics’ (VKTX) board since July 2019 and is an independent Class II director whose current term runs through the 2026 annual meeting . She is a veteran pharmaceutical executive and drug developer with 30+ years at GSK and affiliates, including senior R&D leadership roles across clinical operations, portfolio strategy, and biologics development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline (GSK) | SVP & Head of Projects, Clinical Platforms & Sciences (PCPS) | Appointed May 2016 | Led global clinical operations, statistics/programming, clinical pharmacology, quality, third‑party resourcing, and project management (~1,800 staff in 20 countries) . |
| Stiefel (GSK subsidiary) | Head of Research & Development | 2013–2016 | Led dermatology-focused R&D . |
| GSK | Multiple roles incl. VP & Head of Metabolism/Pulmonary Project Mgmt (1999), Head of Biopharm Development (2012) | Joined 1989; promotions 1993–2012 | Led development, submission and approval of Arzerra (ofatumumab) for refractory CLL in 2007; leadership across CV, immunoinflammation, and GI programs . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Code Biotherapeutics, Inc. (private) | Non‑executive Board Member | Current | Current private company directorship; no other current public company boards disclosed in VKTX proxy . |
| Navidea Pharmaceuticals, Inc. | Director | 2018–2021 | Prior public company board service . |
Board Governance
- Independence: The board affirmatively determined Dr. Rouan is independent under Nasdaq rules .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not on Audit or Compensation .
- Attendance: No director attended fewer than 75% of board/committee meetings in 2024; all directors (including Rouan) attended the 2024 annual meeting .
- Board and committee activity (2024): Board met 9x; Audit 4x; Compensation 5x; Nominating & Corporate Governance 2x .
- Governance scope of Nominating & Corporate Governance (as Chair): Oversees director nominations, board evaluations, succession planning, and ESG programs/strategies .
- Board leadership: Independent Chair (Lawson Macartney), with periodic executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Structure/Amount | 2025 Policy Update | Notes |
|---|---|---|---|
| Annual cash retainer | $40,000 (non‑employee directors) | $50,000 | Paid quarterly in arrears . |
| Committee chair fee | Nominating & Corporate Governance Chair: $10,000 | $10,000 | Rouan is Chair . |
| Other committee member fees | Audit member $10,000; Comp member $7,500; Nominating member $5,000 | Same | Not applicable to Rouan for 2024 based on assignments . |
| Equity – annual grant | 32,000 option shares (granted Jan 2, 2024); fully vested after 1 year; 10‑year max term | 18,800 option shares annually (from Jan 1, 2025); 10‑year max term; one‑year vest | All unvested director awards vest upon change in control . |
- 2024 total director compensation (Rouan): $50,000 cash; $393,347 grant‑date fair value of options; total $443,347 .
Performance Compensation
- Directors do not receive performance‑conditioned awards; 2024 and 2025 director equity awards are time‑based stock options with standard vesting (no performance metrics disclosed) .
Equity Ownership
| As of Record Date | Shares Owned | Options (exercisable within 60 days) | Ownership % |
|---|---|---|---|
| March 15, 2025 | 0 | 109,000 | <1% (individually) . |
- Post‑record changes:
- Open‑market purchase: 1,240 shares at $24.15 on March 31, 2025; direct ownership became 1,240 shares (filed April 2, 2025) .
- Annual director option award: 18,800 options on January 2, 2025 under restated policy .
Insider trades (last 12 months)
| Trade Date | Type | Shares | Price | Value | |---|---:|---:|---:| | 2025‑03‑31 | Open‑market purchase | 1,240 | $24.15 | ~$29,943 | | 2025‑01‑02 | Option award (director annual) | 18,800 | — | — | | 2024‑10‑25 | Option exercise and sale | 11,000 (sold) | $80.89 (sale) | ~$889,790 |
Note: A Form 4/A filed for the March 31, 2025 transaction added a footnote regarding the reporting person’s agreement to pay profit realized to the issuer (Section 16(b) short‑swing profit disgorgement) .
Other ownership and alignment policies:
- Stock ownership guidelines (adopted March 20, 2025): Non‑employee directors must hold shares equal to 1x annual cash retainer by Dec 31, 2028; includes unvested time‑based RSUs; 50% net‑share retention until compliant .
- Hedging prohibited; pledging permitted with pre‑clearance under Insider Trading Policy .
- Clawback policy (effective Oct 1, 2023) applies to executive officers; not director‑specific .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Notes |
|---|---|---|
| Code Biotherapeutics (private) | External board role | No VKTX‑related transactions disclosed; no related‑party transactions reported since Jan 1, 2024 . |
| GSK / Stiefel prior employment | Shared background | Another VKTX director (Matthew Foehr) also held senior roles at Stiefel/GSK (2010–2011), creating historical professional overlap but no disclosed related‑party dealings . |
Expertise & Qualifications
- Education: Ph.D. in Pharmaceutical Sciences (University of Rhode Island; research conducted at Pfizer’s Immunoinflammation group), B.Pharm (First Class Honours, University of London) .
- Technical/leadership: Global clinical operations, program/portfolio leadership across multiple therapy areas; led development/approval of Arzerra (CLL) .
- Board skills: Nominating & Governance leadership; ESG oversight; succession planning .
Governance Assessment
Key positives
- Independent, experienced R&D leader; chairs Nominating & Corporate Governance with explicit ESG oversight responsibilities—supports board process quality .
- Strong attendance and engagement record; all directors attended the 2024 annual meeting; no director below 75% attendance in 2024 .
- No related‑party transactions involving Rouan disclosed; company policy requires Audit Committee pre‑approval of any such transactions .
- Stock ownership guidelines (2025) and insider policy prohibiting hedging enhance alignment and risk controls; periodic executive sessions of independent directors further oversight .
Points to monitor / potential yellow flags
- Short‑swing profit context: October 2024 option exercise/sale followed by a March 2025 open‑market purchase triggered a Form 4/A footnote agreeing to pay profits to the issuer under Section 16(b); while evidencing compliance, it draws attention to trading optics around material price swings .
- Director compensation structure shift: 2025 policy raises cash retainer ($50k from $40k) but reduces annual option grant size (18,800 from 32,000), moderating equity leverage while maintaining alignment via options; investors may view the mix change as slightly less equity‑driven but still within small/mid‑cap biotech norms .
- Individual ownership remains de minimis (<1%); guidelines provide a pathway to increased alignment by 2028 .
Compliance environment
- Say‑on‑pay support was high at ~93.34% in 2024 (for 2023 NEO pay), indicating constructive shareholder sentiment on compensation governance more broadly .
- Clawback policy (Rule 10D‑1), robust related‑party review policy, and codified committee charters reflect standard public company governance practices .
Overall implications
- Rouan’s deep development background and leadership of the Nominating & Governance Committee are positives for board effectiveness. The recent personal share purchase near lows is a modest alignment signal; the Section 16(b) disgorgement note indicates adherence to compliance obligations. No conflicts or related‑party exposures are disclosed, and attendance/independence benchmarks are met .