Leone Patterson
About Leone Patterson
Leone Patterson, age 62, is an independent Class III director of Kalaris Therapeutics (KLRS) appointed on April 3, 2025, with her term expiring at the 2026 annual meeting . She is CFO, Chief Business Officer, and EVP at Zymeworks Inc. (since September 2024) and is a Certified Public Accountant (inactive) with significant biotech finance and board leadership experience; KLRS’s board designated her as the Audit Committee Chair and an “audit committee financial expert” under SEC rules . Education: B.S. in Business Administration and Accounting (Chapman University) and Executive MBA (St. Mary’s College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adverum Biotechnologies, Inc. | CFO; CEO; Director; President | CFO Jun 2016–May 2018; CEO May 2018–Jun 2022; Director Oct 2018–Jun 2020; President Dec 2019–Jun 2021 | Led finance and later operations; board service in gene therapy |
| Tenaya Therapeutics, Inc. | CFO and Business Officer | Jun 2021–Aug 2024 | Finance and business leadership in clinical-stage biotech |
| Diadexus; Transcept; NetApp; Exelixis; Novartis; Chiron; KPMG | Various senior finance/operations roles | Prior roles (years not specified) | Deep operational and finance expertise across biotech and tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zymeworks Inc. | EVP, Chief Business Officer & CFO | Sep 2024–Present | Senior executive, capital allocation, strategic finance |
| Nkarta, Inc. | Director; Audit Committee Chair | Current | Audit chair at a public biotech; governance and oversight |
| Oxford Biomedica (UK) Limited | Director; Audit Committee member | Apr 2023–Dec 2024 | CDMO oversight; audit participation |
| Eliem Therapeutics, Inc. (now Climb Bio, Inc.) | Director; Audit Chair; Nominating & Corporate Governance member | Mar 2021–Jan 2023 | Led audit; governance committee work |
| Adverum Biotechnologies, Inc. | Director | Oct 2018–Jun 2020 | Board governance in gene therapy |
Board Governance
- Committee assignments: Audit Committee Chair; members are Patterson (Chair), Anthony Adamis, M.D., and Morana Jovan‑Embiricos, Ph.D. Patterson is designated an “audit committee financial expert” and the audit committee meets Nasdaq and SEC independence requirements .
- Independence: KLRS’s board determined Patterson is independent under Nasdaq rules; KLRS is a “controlled company” (majority voting power held by Samsara BioCapital) and has elected certain governance exemptions (e.g., compensation and nominations committees not fully independent) .
- Board structure: Chair and CEO roles are separated (Chair: David Hallal; CEO: Andrew Oxtoby), with independent director executive sessions planned at least twice annually per governance guidelines .
- Appointment and indemnification: Elected April 3, 2025; no related‑person transactions under Item 404(a); standard indemnification agreement entered .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Payable quarterly in arrears; prorated; no payment for periods before Mar 18, 2025 |
| Audit Committee member retainer | $7,500 | Additional annual retainer |
| Audit Committee Chair incremental retainer | $7,500 | Additional chair premium |
| Compensation Committee member retainer | $6,000 | If applicable |
| Nominating & Corporate Governance Committee member retainer | $4,000 | If applicable |
Performance Compensation
| Award | Grant Date | Shares/Options | Term | Vesting | Exercise Price | Change‑in‑Control |
|---|---|---|---|---|---|---|
| Initial non‑employee director option | Apr 2025 | Option to purchase 18,000 shares | 10 years | 2.7778% monthly from Mar 18, 2025–Mar 18, 2028 (equal monthly installments) | Closing price on grant date (Nasdaq) | 100% vesting acceleration |
| Annual director option (starting 2026) | 2026 annual meeting | Option to purchase 9,000 shares (prorated for <1 yr service) | 10 years | Vests in full on 1‑year anniversary or immediately prior to next annual meeting | Closing price on grant date (Nasdaq) | 100% vesting acceleration |
Other Directorships & Interlocks
| Company | Role | Tenure | Notable Interlocks/Notes |
|---|---|---|---|
| Nkarta, Inc. | Director; Audit Chair | Current | KLRS director Michael Dybbs also serves on Nkarta’s board, creating an interlock across two public biotechs . |
| Oxford Biomedica (UK) Limited | Director; Audit member | Apr 2023–Dec 2024 | CDMO oversight experience . |
| Eliem Therapeutics (Climb Bio) | Director; Audit Chair; NCG member | Mar 2021–Jan 2023 | Audit and governance leadership . |
| Adverum Biotechnologies | Director | Oct 2018–Jun 2020 | Gene therapy board exposure . |
Expertise & Qualifications
- CPA (inactive) with senior finance roles in public biopharma; current CFO at Zymeworks .
- KLRS Audit Committee Chair and SEC‑defined audit committee financial expert (technical accounting, controls, and audit oversight) .
- Broad biotech governance exposure across R&D‑intensive organizations (Adverum, Tenaya, Eliem/Climb Bio, Oxford Biomedica, Nkarta), enhancing board risk oversight and capital discipline .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 2,000 (less than 1%) |
| Ownership as % of shares outstanding | <1% of 18,702,418 shares |
| Pledged or hedged shares | None disclosed; Insider Trading Policy expressly prohibits derivative transactions; policy addresses risks of margin/pledging accounts . |
| Director ownership guidelines | Not disclosed in proxy; KLRS is a controlled company with standard non‑employee director comp policy . |
Governance Assessment
- Positives: Independent director designated as Audit Committee Chair and “financial expert,” strengthening financial reporting integrity and auditor oversight . Structured director compensation with modest cash retainers and time‑vested options promotes alignment without short‑term performance gaming . No related‑person transactions for Patterson; standard indemnification in place . Independent director executive sessions and separated Chair/CEO roles support oversight .
- Risks/RED FLAGS: KLRS is a “controlled company” electing exemptions—its compensation and nominating committees are not fully independent, which may weaken board autonomy on pay and nominations . Board interlock with Nkarta via Michael Dybbs could present information flow or perceived conflicts, requiring careful recusal protocols as needed . Patterson’s direct share ownership is small (<1%), typical for directors but offers limited “skin‑in‑the‑game” absent larger holdings; option grants partly mitigate alignment . As an emerging growth company, KLRS does not conduct say‑on‑pay votes, limiting shareholder feedback on executive compensation .
- Policy safeguards: Formal related‑party transaction review by the Audit Committee, clawback policy compliant with SEC/Nasdaq for incentive‑based compensation, and hedging/derivatives prohibition reduce misconduct risk .