Caley Castelein
About Caley Castelein
Caley Castelein, M.D., age 54, is Chairman of the Board at Whitehawk Therapeutics and has served as a director since March 2017 (Class I; term expires 2027). He is Founder and Managing Director of Kearny Venture Partners and KVP Capital, and holds an M.D. from UCSF and an A.B. in Biology from Harvard University, with a long tenure as a healthcare investor and public company director . The Board maintains separation between the Chairman and CEO roles, with Castelein serving as non-executive Chair while the CEO focuses on day-to-day operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ViewRay, Inc. | Director | 2008 – Oct 2023 | Not disclosed |
| Alivecor | Director | Apr 2015 – Mar 2020 | Not disclosed |
| Boreal Genomics | Director | Oct 2010 – Sep 2021 | Not disclosed |
| Waterstone Pharmaceuticals | Director | Mar 2015 – Mar 2018 | Not disclosed |
| Wellpartner | Director | Mar 2015 – Nov 2017 | Not disclosed |
| Neos Therapeutics | Director | Mar 2015 – Jul 2015 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tourmaline Bio (NASDAQ: TRML) | Director | Oct 2023 – Present | Not disclosed |
| Newbridge Pharmaceuticals | Director | Mar 2015 – Present | Not disclosed |
Board Governance
- Roles: Chairman of the Board; independent director under Nasdaq rules .
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating and Corporate Governance Committee membership not listed for him (Audit chair: Emma Reeve; Compensation chair: Richard Maroun; Nominating/Governance chair: Anupam Dalal) .
- Board leadership: CEO and Chair roles separated; Castelein serves as non-executive Chair .
- Attendance: The Board met 13 times in 2024; each incumbent director attended at least 75% of Board and assigned committee meetings; independent directors regularly hold executive sessions .
- Independence: Majority-independent board; Castelein among eight independent directors (out of ten pre-meeting) .
Fixed Compensation
Director cash compensation policy (as of May 2024):
- Annual cash retainer: $40,000
- Non-employee Chair retainer: $26,000
- Audit Committee: Chair $20,000; member $8,000
- Compensation Committee: Chair $12,000; member $6,000
- Nominating & Corporate Governance: Chair $9,000; member $4,500
2024 cash paid to Castelein (reconciled to policy):
| Component | Policy Amount ($) | 2024 Cash Paid ($) |
|---|---|---|
| Annual Director Retainer | 40,000 | 40,000 |
| Chair of the Board Retainer | 26,000 | 26,000 |
| Audit Committee Member | 8,000 | 8,000 |
| Compensation Committee Member | 6,000 | 6,000 |
| Total Cash Fees | 80,000 | 80,000 |
2024 director compensation totals:
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Caley Castelein, M.D. | 80,000 | — | 57,999 | 137,999 |
Policy cap on director pay: $750,000 per fiscal year; $1,000,000 in the year a director joins the Board (value measured at grant date) .
Performance Compensation
Equity award framework for non-employee directors:
| Equity Type | Grant Mechanics | Grant Date Fair Value ($) | Vesting | Term | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Initial Grant (options) | Upon initial appointment/election | 106,000 (reduced from 325,000 in May 2024) | 1/36 monthly over 36 months | 10 years | Accelerates vesting in full |
| Annual Grant (options) | First trading day post-AGM for continuing directors | 58,000 (reduced from 180,000 in May 2024) | Fully vests by next AGM or 1-year anniversary | 10 years | Accelerates vesting in full |
| Exercise price | FMV on grant date | — | — | — | — |
| 2024 Option Award (reported) | Annual grant for service | — | As per policy | — | — |
| 2024 Option Award Fair Value (Castelein) | — | 57,999 | — | — | — |
Notably, in May 2024 the Board reduced director equity grant values (Initial: $325k → $106k; Annual: $180k → $58k), signaling tighter dilution and pay governance .
Other Directorships & Interlocks
- Investor affiliations: Castelein is Managing Director of KVP Capital; beneficial ownership includes shares held by KVP Capital .
- Related party transactions: In Dec 2024 PIPE financing (closed Mar 4, 2025), KVP Capital purchased 1,666,000 shares for $3,998,400; other board-affiliated investors (Avoro, Acuta, WZCUBE) also participated; an executive (Bryan Ball) participated .
- Support Agreements: Directors, executives, certain affiliates, and a significant stockholder representing ~39.3% of outstanding shares agreed to vote in favor of the Divestiture and PIPE transactions at the special meeting .
PIPE participation detail:
| Investor | Shares Purchased | Pre-Funded Warrants Purchased | Total Purchase Price ($) |
|---|---|---|---|
| KVP Capital, L.P. (affiliated with Castelein) | 1,666,000 | — | 3,998,400 |
Governance controls: Audit Committee (which includes Castelein) oversees review/approval of related party transactions under a written policy .
Expertise & Qualifications
- Healthcare venture investor and board operator across medtech/biopharma; founder and MD of Kearny Venture Partners and KVP Capital .
- Education: M.D., UCSF; A.B., Biology, Harvard University .
- Broad board experience across multiple companies over >15 years; current public company director at Tourmaline Bio .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Caley Castelein, M.D. | 19,694 | 2,165,998 (KVP Capital, LP) | 117,727 | 2,303,419 | 4.9% |
Additional alignment/controls:
- Company policy prohibits hedging and pledging of company securities by directors, officers, employees, consultants, contractors, and advisors .
Say-on-Pay & Shareholder Feedback
2025 AGM results:
| Proposal | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 18,855,748 | 4,692,033 | 14,168 | 5,128,059 |
Majority support for say-on-pay (votes for exceeded votes against), indicating generally favorable investor sentiment on pay practices .
Insider Trades
- The DEF 14A provides beneficial ownership detail but does not list Form 4 insider trading transactions; no additional insider trade data was disclosed in the proxy .
Governance Assessment
-
Strengths:
- Independent non-executive Chair; clear separation from CEO role .
- Majority-independent board; Castelein deemed independent under Nasdaq rules .
- Active committee service on Audit and Compensation; Audit Committee has a designated financial expert and reviews related-party transactions .
- Attendance threshold met; executive sessions regularly held; 13 board meetings in 2024 reflect active oversight .
- Director equity grants reduced materially in May 2024 (Initial $106k; Annual $58k), improving dilution and pay governance optics .
- Prohibition on hedging/pledging enhances alignment and risk control .
-
Potential conflicts and monitoring points:
- Significant beneficial ownership via KVP Capital (4.9%); alignment is positive, but continued monitoring warranted when KVP participates in financings or transactions (e.g., PIPE purchase of 1,666,000 shares for $3,998,400) .
- Multiple investor-affiliated directors (Avoro, Acuta, WZCUBE) participated in the PIPE, and Support Agreements concentrated ~39.3% voting power in favor of key transactions; ensure robust Audit Committee oversight of related-party dealings and transparent disclosures continue .
- Castelein serves as both Board Chair and member of Audit and Compensation; while compliant and common for small-cap biotech, independence of committee decisions should remain a focus (chairs of Audit/Compensation are independent peers) .
Notes on Director Compensation Mechanics and Alignment
- Equity awards for directors are option-based with time-based vesting; no performance (PSU/TSR) metrics disclosed for director equity, consistent with market norms for small-cap biotech boards .
- Change-of-control provisions: full acceleration of outstanding director equity awards at closing, contingent on continued service through the transaction date .
- 2024 mix for Castelein: cash $80,000 and option fair value $57,999 (total $137,999), indicating a balanced cash/equity approach for board service .