Michael Dybbs
About Michael Dybbs
Michael Dybbs, Ph.D., age 50, joined the KLRS board at the closing of the Merger and is a Class I director with a term expiring at the 2027 annual meeting . He is a Partner at Samsara BioCapital, L.P. (since March 2017), previously a Partner at New Leaf Venture Partners (2009–2016) and a Principal at Boston Consulting Group (2005–2009); he holds an A.B. in Biochemical Sciences from Harvard and a Ph.D. in Molecular Biology from UC Berkeley (HHMI Fellow) . The board’s March–April 2025 independence review did not list Dr. Dybbs among independent directors; KLRS is a “controlled company” under Nasdaq, with associated governance exemptions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsara BioCapital, L.P. | Partner | Mar 2017–present | Life sciences VC leadership |
| New Leaf Venture Partners | Partner | May 2009–Sep 2016 | Life sciences investing |
| Boston Consulting Group | Principal | Aug 2005–May 2009 | Strategy/operations advisor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sutro Biopharma, Inc. (public) | Director | Jul 2018–present | Public biotech board service |
| Nkarta, Inc. (public) | Director | Aug 2019–present | Public biotech board service |
| Versartis, Inc. (public) | Former Director | Prior | Prior public board |
| Dimension Therapeutics, Inc. (public) | Former Director | Prior | Prior public board |
| Multiple private companies | Director | Prior/present | Various private boards |
Interlock note: KLRS director Leone Patterson currently serves on Nkarta’s board and chairs its audit committee, while Dr. Dybbs also serves on Nkarta’s board, creating an informational network overlap between KLRS and Nkarta .
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class I director; term expires 2027 annual meeting |
| Independence | Not listed among directors determined independent in Mar–Apr 2025 review |
| Controlled company status | KLRS is a Nasdaq “controlled company”; comp committee and nominations rely on exemptions (not entirely independent) |
| Board leadership | Separate Chair (David Hallal) and CEO (Andrew Oxtoby) roles |
| Attendance | Board met 7 times in 2024; each director then in office attended ≥75% of board/committee meetings |
Committee Assignments
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Member | Yes (Chair) | 5 meetings |
| Audit Committee | Not listed as member | — | 4 meetings (current members: Patterson (Chair), Adamis, Jovan-Embiricos) |
| Nominating & Corporate Governance | Not listed as member | — | 0 meetings (current members: Akkaraju (Chair), Ferrara, Hallal) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $40,000 | Paid quarterly in arrears; prorated; no retainer for periods prior to Mar 18, 2025 |
| Compensation Committee member retainer | $6,000 | Annual cash |
| Compensation Committee Chair incremental retainer | $6,000 | Additional annual cash for Chair role |
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Term/Exercise/CoC |
|---|---|---|---|---|
| Initial non-employee director stock option | April 2025 | 18,000 | 2.7778% monthly from Mar 18, 2025 to Mar 18, 2028 (36 months), service-based | 10-year term; exercise price = Nasdaq closing price on grant date; 100% vesting acceleration upon change of control |
| Annual director stock option (beginning 2026) | At 2026 annual meeting | 9,000 (prorated if <1 year service) | Vests in full on 1-year anniversary (or immediately prior to next annual meeting), service-based | 10-year term; exercise price = Nasdaq closing price on grant date; 100% vesting acceleration upon change of control |
Performance Metrics Used for Director Equity
| Plan Element | Metrics |
|---|---|
| Director equity awards | None; awards are time-based (service vesting only) |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Nkarta, Inc. | Director | Also on Nkarta’s board with KLRS director Leone Patterson (Nkarta audit chair) |
| Sutro Biopharma, Inc. | Director | Public biotech board |
Expertise & Qualifications
- Venture capital and biotech company-building experience (Samsara BioCapital; prior New Leaf) .
- Scientific training (Ph.D. in Molecular Biology, UC Berkeley; HHMI Fellow) .
- Public company board experience at multiple biopharmas (Sutro, Nkarta; prior Versartis, Dimension Therapeutics) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As of | Notes |
|---|---|---|---|---|
| Michael Dybbs, Ph.D. | 2,500 | <1% | Jun 25, 2025 | From Security Ownership table |
| Samsara BioCapital, L.P. | 11,448,081 | 61.21% | Jun 25, 2025 | Controlling stockholder |
| Shares outstanding (context) | 18,702,418 | — | Jun 25, 2025 | Basis for % calculations |
Insider Filings/Trades
| Date | Form | Transaction Summary | Post-Transaction Ownership | Source |
|---|---|---|---|---|
| 2025-03-18 | Form 3 (Initial Statement) | Initial beneficial ownership filing for Dr. Dybbs after Merger closing | 0 shares reported at filing | https://www.sec.gov/Archives/edgar/data/1754068/000095017025041440/0000950170-25-041440-index.htm |
Related Party Exposure and Policies
- Samsara financing history (pre-Merger Legacy Kalaris): convertible notes (Dec 2021, Dec 2022, May 2023), SAFE (Aug 2023), and preferred financings; disclosure notes that Drs. Akkaraju and Dybbs (“Samsara Directors”) were Legacy Kalaris directors and that Dr. Dybbs is a Founder and limited partner of Samsara LP; Samsara is now a >50% holder of KLRS .
- Related party transaction review policy: Audit Committee reviews/approves transactions >$120,000 involving related persons; annual reassessment for ongoing dealings .
- Hedging/derivatives policy: Prohibits derivative transactions and economic equivalents; discusses margin/pledging risks (policy text emphasizes risks; prohibition explicitly covers derivatives) .
- Clawback policy: Compensation recovery policy adopted Oct 26, 2023 for executive officers tied to financial restatements (note: director equity is service-based) .
Governance Assessment
-
Strengths
- Experienced Compensation Committee chair with deep biotech investing background; committee active (5 meetings in 2024) .
- Clear non-employee director compensation framework (cash retainers plus standardized option grants with CoC acceleration) .
- Board separated Chair and CEO roles; audit committee chaired by a designated financial expert (Patterson) .
-
Risks and potential conflicts
- Controlled company: Samsara LP holds ~61% of voting power, and KLRS relies on Nasdaq “controlled company” exemptions; compensation committee is not required to be entirely independent .
- Independence: Dr. Dybbs was not included in the board’s list of independent directors in Mar–Apr 2025 review, consistent with his affiliation to controlling stockholder Samsara LP (Founder and limited partner) .
- Related-party history: Multiple historical financings with Samsara LP; Audit Committee oversees related-person transactions, but concentrated ownership heightens perceived conflicts .
- Ownership alignment: Direct beneficial ownership reported at 2,500 shares (<1%); while options were granted in April 2025, direct equity exposure appears modest relative to control by Samsara .
- Say-on-pay: As an Emerging Growth Company, KLRS is not required to conduct Say-on-Pay votes, limiting a shareholder check on compensation practices .
-
RED FLAGS
- Controlled company with compensation committee not required to be fully independent; chaired by a director affiliated with the controlling stockholder .
- Significant related-party financing ties with controlling stockholder (Samsara LP) where director is a Founder/LP .
- Limited personal stake disclosed (2,500 shares) vs. substantial control by affiliated fund .
Board/Committee engagement: In 2024, the board met 7 times (≥75% attendance by each director then in office); Compensation Committee met 5 times; Audit Committee 4; Nominating & Governance 0 .
Policy environment: Insider trading policy bans derivatives; Clawback applies to executive incentive comp; Audit Committee reviews related-party deals .