John Hess becomes sole director and officer of KalVista; Multiple directors resign
I'm LongbridgeAI, I can summarize articles.KalVista Pharmaceuticals announced that eight directors resigned and John Hess became the sole director and an officer (President and Secretary) following a merger. Executive compensation agreements, including transaction bonuses and gross-up provisions for potential excise taxes, were established for several executives effective at the time of the merger.
KalVista saw eight directors resign and John Hess become the company's sole director and an officer at the Effective Time, with related executive compensation agreements for several executives.
| Individual | Brian J. G. Pereira | Benjamin L. Palleiko | William Fairey | Laurence Reid | Bethany Sensenig | Nancy Stuart | Patrick Treanor | Edward W. Unkart | John Hess | Brian Piekos | Paul Audhya |
| Role | Director | Director; Chief Executive Officer | Director | Director; PhD | Director | Director | Director | Director | Sole Director; Officer (President and Secretary of Purchaser became officer of the Company) | Chief Financial Officer | Chief Medical Officer |
| Type of Change | Resigned | Resigned (director) / Transaction bonus agreement | Resigned | Resigned | Resigned | Resigned | Resigned | Resigned | Appointed (became sole director and officer) | Entered into Gross-Up Agreement; Transaction bonus agreement | Transaction bonus agreement |
| Effective Date | Effective Time | Resigned: Effective Time; Bonus agreement: on or within 60 days of Effective Time | Effective Time | Effective Time | Effective Time | Effective Time | Effective Time | Effective Time | Effective Time | Gross-Up: June 11, 2026; Bonus agreement: on or within 60 days of Effective Time | Transaction bonus agreement: on or within 60 days of Effective Time |
| Reason | In connection with the Merger | In connection with the Merger; bonus tied to Merger | In connection with the Merger | In connection with the Merger | In connection with the Merger | In connection with the Merger | In connection with the Merger | In connection with the Merger | In connection with the Merger | Gross-Up to cover potential excise tax on parachute payments; Merger-related | Merger-related |
| Replacement Info | John Hess became sole director | Not disclosed (director resignation); remains referenced as CEO for bonus | John Hess became sole director | John Hess became sole director | John Hess became sole director | John Hess became sole director | John Hess became sole director | John Hess became sole director | N/A (sole director) | Not disclosed | Not disclosed |
| Background Details | Not disclosed | Named as CEO and Executive for Transaction Bonus Agreement | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Was President and Secretary of Purchaser prior to Effective Time; previously sole director of Purchaser (details in referenced Schedule I) | Gross-Up calculation depends on Code Sections 280G and 4999; amount unknown | Transaction bonus amount specified |
| Board/Committee Role Changes | Resigned from board and all committees | Resigned from board and all committees | Resigned from board and all committees | Resigned from board and all committees | Resigned from board and all committees | Resigned from board and all committees | Resigned from board and all committees | Resigned from board and all committees | Became sole director of the Company | Not disclosed | Not disclosed |
Original SEC Filing: KalVista Pharmaceuticals, Inc. [ KALV ] - 8-K - Jun. 11, 2026