Peter Klein

About Peter Klein

Peter Klein, age 62, has served as an independent director of Denali Therapeutics (DNLI) since March 2018. He is the Audit Committee Chair and a member of the Compensation Committee, and is designated the company’s “audit committee financial expert.” Previously, he was CFO at Microsoft (2009–2013) and CFO at WME (Jan–Jun 2014). He holds a B.A. from Yale and an M.B.A. from the University of Washington .

Past Roles

Organization	Role	Tenure	Notes
Microsoft Corporation	Chief Financial Officer	Nov 2009 – May 2013	Senior finance executive at a global technology leader
William Morris Endeavor (WME)	Chief Financial Officer	Jan 2014 – Jun 2014	Short-term CFO role post Microsoft

External Roles

Organization	Role	Public/Private	Committees/Impact
F5 Inc.	Director	Public	Current public company directorship
Accolade, Inc.	Director (former)	Public	Previously served; not current as of 2025 proxy
Apptio, Inc.	Director (former)	Public (acquired)	Previously served
Sarcos Technology and Robotics Corporation	Director (former)	Public	Previously served

Board Governance

Independence: Board affirmed Peter Klein is independent under Nasdaq rules, including for both Audit and Compensation Committees .
Committee assignments: Audit Committee Chair; Compensation Committee member .
Audit financial expert: Identified as the audit committee financial expert with required financial sophistication .
Attendance: 100% board and committee attendance in 2024; board met 5 times; Audit 5; Compensation 3; Governance 3 .
Election support: At the June 3, 2025 meeting, Klein received 106,248,604 “For” votes; 14,642,873 “Withheld”; 10,176,385 broker non-votes, indicating strong shareholder support .
Say‑on‑Pay context: 2025 advisory vote “For” 109,412,774; “Against” 10,796,945; “Abstain” 681,758; broker non‑votes 10,176,385, signaling broad support for pay programs overseen in part by Compensation Committee .
Stock ownership guidelines: Directors must maintain stock equal to 3x annual cash retainer by the later of April 16, 2026 or five years from initial election; sale limits apply until met .
Audit Committee oversight includes related-party transactions, internal control, and cybersecurity risk reporting cadence .

Fixed Compensation

Component	2024 Amount (Peter Klein)	Policy Reference	Notes
Fees Earned (Cash)	$74,966	Board retainer $45,000 (2024); $50,000 (2025)	Cash paid quarterly in arrears; prorated as applicable
Audit Chair Retainer	$20,000 (policy)	Committee chair fee	Role-specific chair fee
Compensation Committee Member Retainer	$7,500 (policy)	Non-chair member	Role-specific member fee
Meeting Fees	None	Policy	No per-meeting fees disclosed

Performance Compensation

Equity Award Type	2024 Grant Value	Vesting Terms	Annual Policy
RSUs	$110,748	RSUs vest over one year for annual grants; initial RSUs vest 25% per year over four years	Annual director equity ~ $400,000 split ~60% options / ~40% RSUs; initial equity ~ $700,000 split 60/40
Stock Options	$203,717	Annual options vest fully by one year from grant or next annual meeting; initial options vest 25% at year 1 then monthly thereafter	Exercise price at grant-date market; ASC 718 valuation

Director compensation is not tied to performance metrics (e.g., revenue/TSR); awards are time-vesting service-based equity and fixed cash retainers .

Performance Metric	Applied to Director Pay?
TSR/EPS/Revenue goals	Not used for director compensation; time-based vesting only

Other Directorships & Interlocks

Current: F5 Inc. (software) .
Prior: Accolade, Apptio, Sarcos .
Interlocks/Conflicts: No DNLI-disclosed interlocks with principal partners or related parties; Audit Committee reviews related-party transactions .

Expertise & Qualifications

Financial leadership: Former CFO at Microsoft and WME; deep capital markets and reporting expertise .
Audit expertise: Designated audit committee financial expert; leads oversight of audit quality, independence, internal control, and risk .
Sector exposure: Current tech board experience (F5); prior health-tech exposure (Accolade) .

Equity Ownership

Holder	Shares Owned	Derivatives/RSUs within 60 days	% Outstanding	Notes
Peter Klein	21,496 common shares	117,212 options/RSUs vesting/exercisable within 60 days	<1%	Beneficial ownership total 138,708
Outstanding Director Awards (12/31/2024)	—	Options: 135,113; RSUs: 5,967	—	As of fiscal year-end

Hedging/pledging: Company policy prohibits hedging and pledging of DNLI stock; limited exceptions require approvals .
Ownership guidelines: 3x retainer; compliance deadline as above; no compliance status disclosed .

Insider Trades

Item	Status/Details
Section 16(a) filings for 2024	Company reports all directors/officers complied timely; no delinquencies

Governance Assessment

Strengths:
- Independent director; audit chair and financial expert designation, with comprehensive audit/risk remit .
- Full attendance; strong shareholder support in 2025 election; robust say‑on‑pay approval providing pay program validation .
- Clear director ownership guidelines; anti‑hedging/pledging policy; clawback policy in place for executives reflecting governance rigor .
- No related‑party transactions involving Klein disclosed; audit committee policies govern review/approval of RPTs .
Watch items / potential red flags:
- Influence of large shareholder designee (Baker Funds) on board via separate nominating and registration rights agreements; while not linked to Klein, audit committee should monitor independence/transactions rigorously .
- Director equity is time‑based rather than performance‑based; alignment relies on stock price and ownership guidelines rather than explicit performance hurdles .

Overall, Klein’s independence, audit leadership, attendance, and financial credentials support board effectiveness and investor confidence, with limited conflict indicators based on disclosures .