Morana Jovan-Embiricos

About Morana Jovan-Embiricos

Morana Jovan-Embiricos, Ph.D. (age 57) is an independent Class I director of Kalaris Therapeutics, serving on the board since May 2019. She co-founded biotech venture platform F2 Ventures in 2003 and is its managing partner; previously, she was a partner at MPM Capital. She holds a Ph.D. in biophysical chemistry from the University of Cambridge and completed a post-doctoral fellowship at Harvard University.

Past Roles

External Roles

Board Governance

• Committee assignments (current): Audit Committee member (Chair: Leone Patterson; other members: Anthony Adamis, M.D., and Jovan-Embiricos). She previously chaired the AlloVir Compensation Committee pre-merger and served on AlloVir’s Audit Committee.
• Independence: The board determined she is independent under Nasdaq rules; audit committee independence criteria affirmed at committee level.
• Attendance: In 2024, each director then in office attended at least 75% of aggregate board and committee meetings; the board met seven times.
• Governance posture: KLRS is a “controlled company” under Nasdaq (majority voting power held by Samsara LP) and uses exemptions—compensation and nominating committees are not required to be fully independent. Independent directors meet in executive session at least twice annually.

Fixed Compensation

• 2024 (pre-merger AlloVir board service): She received $65,000 in cash fees and $27,027 in RSUs (grant-date fair value under ASC 718).
• Post-merger director policy (adopted April 10, 2025): Annual board cash retainer $40,000; additional retainers for board/committee chairs and members (Chair of Board +$110,000; Audit member +$7,500 and Chair +$7,500; Compensation member +$6,000 and Chair +$6,000; Nominating member +$4,000 and Chair +$4,000).

Performance Compensation

• Equity structure and vesting (directors): Time-based options (no performance metrics) with 10-year term; 18,000-share initial option granted April 2025 to each non-employee director, vesting monthly over three years; annual 9,000-share option starting 2026; both accelerate 100% on change of control. 2024 AlloVir grants were 1,521 RSUs with annual/meeting-based vest.

No director performance metrics (e.g., TSR, revenue) are tied to director equity; awards are service-based, aligning with prevailing governance practice.

Other Directorships & Interlocks

• ElevateBio interlock: Jovan-Embiricos serves on ElevateBio’s board alongside KLRS Chair David Hallal; ElevateBio is a significant KLRS shareholder (724,989 shares counted within certain directors’ beneficial ownerships), and historically provided services to AlloVir (shared services and BaseCamp manufacturing). This presents a related-party nexus managed through audit committee oversight and related-party transaction policy.
• Samsara control environment: While not a Samsara partner, she serves on a board with two Samsara principals (Akkaraju and Dybbs); KLRS is a “controlled company” by Samsara LP (11,448,081 shares; 61.21%).

Expertise & Qualifications

• Scientific and sector expertise: Ph.D. in biophysical chemistry; post-doc at Harvard; extensive biotech venture experience; current/previous public company board roles.
• Governance and compensation oversight: Former chair of compensation committee (pre-merger) and current audit committee member.
• Independence and financial oversight: Board determined independence; audit committee independence affirmed.

Equity Ownership

• Composition and disclaimers: She is a director of ElevateBio and, with David Hallal, may be deemed to share voting/investment power over ElevateBio-held shares; she expressly disclaims beneficial ownership of securities held by certain F2 entities for which a manager acts on investment decisions.
• Pledging/hedging: Company policy prohibits derivative transactions and hedging; policy notes risks associated with margin/pledged accounts but does not explicitly state a blanket pledge prohibition. No pledging by Jovan-Embiricos is disclosed.

Governance Assessment

• Strengths

  • Independent director with deep biotech and venture expertise; current Audit Committee member; prior Compensation Committee chair (pre-merger), supporting board effectiveness.
  • Material ownership alignment (reported 6.20% beneficial ownership), which can enhance long-term incentive alignment.
  • Formal related-party transaction policy and audit committee oversight; independent director executive sessions at least twice annually.

• Risk indicators and potential conflicts

  • Controlled company status under Nasdaq—compensation and nominating processes can proceed without fully independent committees; requires investor monitoring of potential influence from control shareholder.
  • Interlocks with ElevateBio (director) and ElevateBio’s historical commercial relationships with AlloVir/BaseCamp create perceived related-party exposure; mitigated via audit committee review and policy.
  • Ownership structure includes shares attributed through affiliated entities with certain beneficial ownership disclaimers; clarity around ultimate economic exposure should be monitored.

• Additional considerations

  • Attendance meets threshold (≥75% of meetings in 2024), supporting engagement.
  • Clawback policy in place for executives (Dodd-Frank compliant); although not specific to directors, signals broader governance discipline.
  • As an emerging growth company, KLRS has reduced compensation disclosures and is not required to conduct say‑on‑pay, which may limit external feedback loops on pay governance.

Overall implication: Jovan-Embiricos brings relevant scientific and investment oversight skills and is designated independent, bolstering audit oversight. Key monitoring items are controlled company dynamics and ElevateBio-related interlocks; adherence to related-party policies and continued robust audit committee independence are critical to sustaining investor confidence.