Karin Jooss
FATE THERAPEUTICSAbout Karin Jooss
Independent Class I director (since March 2019) with 25+ years in immunology and oncology drug development; age 60 as of April 1, 2025; Ph.D. in molecular biology and immunology (University of Marburg) and postdoctoral work in gene therapy and immunology at the University of Pennsylvania. Previously Executive Vice President & Head of R&D and Chief Scientific Officer at Gritstone; prior leadership roles at Pfizer and Cell Genesys; editorial board member for Molecular Therapy and Journal of Gene Medicine; active in professional society committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gritstone Bio, Inc. | Executive Vice President & Head of R&D | Mar 2021 – Dec 2024 | Led development across oncology/infectious disease immunotherapies |
| Gritstone Bio, Inc. | Executive Vice President, Research & Chief Scientific Officer | Apr 2016 – Mar 2021 | Built research organization; board member (see External Roles) |
| Pfizer Inc. | Head, Cancer Immuno-therapeutics (Vaccine Immuno-therapeutics Dept.) | May 2009 – Apr 2016 | Leadership team member; headed immuno-pharmacology |
| Cell Genesys, Inc. | Vice President of Research | Jun 2005 – Apr 2009 | Oncology cell therapy research leadership |
| Cell Genesys, Inc. | Senior Director of Research | Jul 2001 – Jun 2005 | Oncology research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gritstone Bio, Inc. | Director | Apr 2016 – Dec 2024 | Former public company directorship |
| Molecular Therapy | Editorial Board Member | Ongoing | Scientific governance and peer review |
| Journal of Gene Medicine | Editorial Board Member | Ongoing | Scientific governance and peer review |
| American Society of Gene & Cell Therapy | Immunology & Educational Committee | Ongoing | Scientific committee member |
| Society for Immunotherapy of Cancer | Industry Task Force | Ongoing | Industry task force member |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Jooss is independent .
- Committees: Chair, Compensation Committee; Member, Science & Technology Committee .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; Board held 9 meetings; Compensation Committee held 8; Audit held 4; Nominating & Corporate Governance held 2 .
- Board leadership: Separate independent Chair (William H. Rastetter) and CEO; independent directors held five executive sessions in 2024 without management .
- Board classification: Class I director currently serving until the 2026 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board annual retainer | $40,000 | Standard cash retainer for non-employee directors |
| Compensation Committee chair fee | $12,000 | Chair retainer under 2024 policy |
| Science & Technology Committee member fee | $6,000 | Non-chair member retainer |
| Total cash fees earned (2024) | $58,000 | Reported in Director Compensation Table |
| Annual option grant (continuing directors) | 40,000 shares (policy) | Time-based vesting; FMV exercise price |
| Option awards grant-date fair value (2024) | $114,923 | ASC 718 valuation |
Policy update effective Jan 16, 2025 (for context): Committee chair fees increased (Audit: $20,000; Compensation: $15,000; others unchanged); annual option grants increased to 55,000 shares for continuing directors; new directors initial option 110,000 shares .
Performance Compensation
| Performance Metric | Targeting/Weight | 2024 Outcome | Notes |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Director equity retainer awards vest on time-based schedules; no disclosed revenue/EBITDA/TSR metrics tied to director compensation . |
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles | Status |
|---|---|---|---|---|
| Gritstone Bio, Inc. | Director | Apr 2016 – Dec 2024 | Not disclosed in Fate proxy | Former; no current public board disclosed for Jooss in 2025 . |
- Compensation Committee consultant: Aon Human Capital Solutions engaged; Committee annually assessed independence; no conflicts identified in 2024 .
Expertise & Qualifications
- Technical expertise: Immunology, cancer immunotherapy, gene/cell therapy; leadership across R&D and translational development .
- Education: Diploma in theoretical medicine and Ph.D. in molecular biology and immunology (University of Marburg); postdoctoral training in gene therapy and immunology (University of Pennsylvania) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned | 9,848 | Direct beneficial ownership |
| Options exercisable within 60 days (as of Mar 31, 2025) | 112,227 | Counted in beneficial ownership under SEC rules |
| Total beneficial ownership | 122,075 | Common + exercisable options (60-day window) |
| Ownership as % of shares outstanding | <1% (less than 1%) | Based on 114,607,572 common shares outstanding |
| Total options outstanding (Dec 31, 2024) | 152,227 | Aggregate options held; implies ~40,000 unexercisable as of Mar 31, 2025 (timing-based) |
Policy signals:
- Insider Trading Policy restricts short sales, hedging without Audit Committee approval, margin use, and pledging without Audit Committee approval; as of the proxy date, no hedging/pledging approvals were sought by NEOs; non-employee directors are subject to the same prohibitions .
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| No Form 4 transactions disclosed in DEF 14A | — | — | — | Proxy provides ownership, not transaction history; Form 4 data not included . |
Governance Assessment
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Strengths:
- Independent director with relevant scientific depth; chairs Compensation Committee; also on Science & Technology Committee, aligning oversight with domain expertise .
- Clear independence determination and robust committee structure; separated Chair/CEO with frequent independent executive sessions supporting board effectiveness .
- Compensation Committee uses an external independent consultant (Aon); annual conflict assessment found no issues .
- Attendance threshold met (≥75% of meetings); Compensation Committee met eight times in 2024, indicating active engagement .
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Watch items / potential investor confidence signals:
- Equity overhang and burn rate: Annual burn rate rose to 7.62% in 2024 (three-year average 6.32% vs peer median 6.22%); the company is seeking a 7,000,000-share increase to the 2022 equity plan and an increase in authorized common shares to 350,000,000 to support broad-based equity programs and retention; as Compensation Committee chair, Jooss oversees equity practices—monitor dilution and award discipline .
- Related-party exposure at the company level (not specific to Jooss): Redmile (affiliated with fellow director Michael Lee) participated in a $20M private placement of pre-funded warrants; Audit Committee reviews related-party transactions—monitor governance controls; no related-party transactions disclosed for Jooss .
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Overall: Governance structure and independence are strong; equity usage is elevated and expanding, warranting continued scrutiny of dilution and pay-for-performance alignment under Jooss’s Compensation Committee leadership .