Napoleone Ferrara
About Napoleone Ferrara
Napoleone Ferrara, M.D. (age 68) is a Class III director of Kalaris Therapeutics (KLRS) and has served on the board since the March 18, 2025 merger; he has also been a consultant to the company since July 1, 2021. He is a pioneering scientist in angiogenesis, credited with the isolation and cloning of VEGF leading to Avastin (bevacizumab) and Lucentis (ranibizumab), and currently serves as a professor of pathology (since January 2013) and adjunct professor of ophthalmology and pharmacology (since July 2014) at UC San Diego; previously held senior research roles at Genentech over a 24-year period and has received major awards including the Lasker Award and Champalimaud Vision Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech (Roche) | Fellow/Staff/Senior Scientist | 24 years (dates not individually disclosed) | Led VEGF discovery; foundational to Avastin/Lucentis development |
| DelMar Pharmaceuticals (now Kintara Therapeutics) | Director | Jun 2018 – Aug 2020 | Board oversight at oncology developer |
| Tuhura Biosciences | Director | Jun 2018 – Aug 2020 | Public immuno-oncology company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of California, San Diego | Professor of Pathology | Since Jan 2013 | Academic leadership in angiogenesis biology |
| University of California, San Diego | Adjunct Professor of Ophthalmology & Pharmacology | Since Jul 2014 | Cross-disciplinary ophthalmology/pharmacology expertise |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; chair is Srinivas Akkaraju; other member is David Hallal .
- Independence status: Board determined Ferrara is independent under Nasdaq rules; audit committee independence also affirmed at committee level, but KLRS uses “controlled company” exemptions and some committees (compensation, nominating) are not fully independent .
- Board leadership: Chair (Hallal) is separate from CEO (Oxtoby), with independent director executive sessions at least twice annually per governance guidelines .
- Board meeting attendance data specific to Ferrara for 2025 was not disclosed; prior-year attendance statistics relate to AlloVir’s pre-merger board, not Ferrara .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Paid quarterly in arrears; prorated from Mar 18, 2025 |
| Nominating & Corporate Governance Committee member retainer | $4,000 | Annual; chair incremental $4,000 (Ferrara is member, not chair) |
| Consulting agreement | $50,000 per year | ~1–3 hours/week of scientific/medical advice; in place since Jul 1, 2021 and continues post-merger |
Performance Compensation
| Grant | Type | Shares | Vesting | Term | Grant Timing/Price |
|---|---|---|---|---|---|
| Initial director equity (post-merger) | Stock options | 18,000 | 2.7778% monthly over 36 months; accelerates on change of control | 10 years | Granted April 2025; exercise price = Nasdaq closing price on grant date |
| Annual director equity (starting 2026) | Stock options | 9,000 | Vests in full on 1-year anniversary or before next AGM; accelerates on change of control | 10 years | Beginning at 2026 annual meeting; prorated for shorter service year |
No director performance metrics (e.g., TSR, EBITDA) are disclosed for equity awards; vesting is time-based .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Conflict Note |
|---|---|---|---|
| Kintara Therapeutics (DelMar) | Director | Jun 2018 – Aug 2020 | Former directorship; no current KLRS transactional disclosures tied to Kintara |
| Tuhura Biosciences | Director | Jun 2018 – Aug 2020 | Former directorship |
- Controlled company context: Samsara BioCapital owns ~61% of KLRS; Samsara principals (Akkaraju, Dybbs) are directors and one (Akkaraju) chairs Ferrara’s committee—heightens oversight sensitivity though Ferrara himself is not identified as affiliated with Samsara .
Expertise & Qualifications
- Medical training: M.D. (cum laude) and residency from University of Catania; fellowship/postdoc at UCSF .
- Technical expertise: Angiogenesis biology; VEGF discovery; oncology/retina drug development; >70 patents; >300 publications .
- Recognition: Lasker Award; Champalimaud Vision Award; Member, National Academy of Sciences and National Academy of Medicine (USA) .
- Industry experience: Senior scientific leadership at Genentech; extensive ophthalmology and pharmacology background .
Equity Ownership
| Holder | Direct | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Napoleone Ferrara, M.D. | 504,000 | 2,500 | 506,500 | 2.71% |
Note: The April 2025 option grant (18,000 shares) vests over time and is not counted in options exercisable within 60 days of June 25, 2025 .
Governance Assessment
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Strengths:
- Deep scientific and ophthalmology credentials directly relevant to KLRS’s retinal disease focus, supporting board effectiveness on R&D oversight .
- Independent director designation; not on audit or compensation committee; on nominating/governance which aligns with his senior stature and network .
- Meaningful personal ownership (2.71%) plus standard director equity awards provide alignment with long-term shareholder value .
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Red Flags/Monitoring Items:
- Consulting fees ($50,000/year) while serving as an independent director present a potential conflict-of-interest and independence perception risk; board explicitly determined independence, but investors should monitor scope, deliverables, and approvals (audit committee reviews related-party transactions) .
- “Controlled company” status under Nasdaq with exemptions from fully independent compensation and nominating committees; Ferrara sits on a committee not required to be fully independent and chaired by a major shareholder’s principal—heightened governance risk under concentrated control structures .
- No director-specific 2025 attendance disclosure; board-level practices indicate independent executive sessions, but individual engagement metrics are limited in filings .
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Implications for investor confidence:
- Scientific fit and equity alignment are positives; however, the concurrent consulting role and controlled company exemptions warrant continued scrutiny of committee decisions, related-party approvals, and director independence assertions, particularly around nominations and governance changes .