Beth Seidenberg

About Beth Seidenberg

Beth Seidenberg, M.D. (age 68) is an independent director of Kyverna Therapeutics (KYTX) and has served on the board since 2018. She is Managing Director of Westlake BioPartners (founder, 2018) and a longtime life sciences investor at Kleiner Perkins; previously SVP, Head of Global Development and Chief Medical Officer at Amgen, with senior R&D roles at Bristol-Myers Squibb and Merck. She holds a B.A. from Barnard College, attended the University of Miami School of Medicine, completed residencies at Johns Hopkins and George Washington University, and a fellowship at the NIH .

Past Roles

External Roles

Board Governance

• Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; Member, Science & Technology Committee .
• Independence: Board determined she is “independent” under Nasdaq rules (7 of 8 directors independent) .
• Attendance: In 2024, the Board met 10 times; each Board member attended at least 75% of Board and committee meetings on which they served .
• Board tenure at KYTX: Director since 2018; up for re-election as a Class I director in 2025 .
• Executive sessions: Independent directors meet in regular executive sessions; all key committees comprise independent directors .

Fixed Compensation

Additional program features:

• Independent Chair of Board receives +$35,000; Audit chair +$20,000; Audit member +$10,000; S&T chair +$15,000; S&T member +$7,500; Compensation member +$7,500 (for non-chair members) .
• Directors may elect to convert cash retainer into fully vested RSUs (settlement deferrable) .

Performance Compensation

2024 equity activity (actual, Beth Seidenberg):

• Option awards granted (2024): $0; Outstanding options as of year-end: 32,959 shares underlying options .

Other Directorships & Interlocks

• Major shareholder affiliations: Westlake BioPartners funds (Westlake Fund I; Westlake Opportunity Fund I) beneficially own 10.5% of KYTX; Dr. Seidenberg is a managing director of the general partners of these funds (shared dispositive power) .
• Investor agreements: Westlake BioPartners (and other >5% holders) were parties to the Amended and Restated Investors’ Rights Agreement granting registration and information rights; certain obligations terminated at IPO close .

Expertise & Qualifications

• Physician-scientist and biopharma operator: clinical development and R&D leadership at Amgen, BMS, Merck; extensive venture investing and company formation experience (Kleiner Perkins, Westlake BioPartners) .
• Board and committee leadership: Chairs KYTX Compensation Committee; member of governance and science committees, aligning medical, scientific, and governance expertise with oversight duties .
• Education and training: Barnard College (B.A.); University of Miami School of Medicine; residencies at Johns Hopkins and GWU; NIH fellowship .

Equity Ownership

Governance policies relevant to alignment:

• Company prohibits short sales, derivatives, hedging, margin purchases, and pledging of Company securities by covered individuals (including directors) .

Governance Assessment

• Strengths:

  • Independent director with deep clinical and scientific credentials; broad operating and investing experience enhances S&T and strategy oversight .
  • Chairs Compensation Committee; committee retains an independent compensation consultant (Aon Radford) with independence affirmed; all committee members independent .
  • Attendance: Board and committees met frequently in 2024; all directors attended ≥75% of applicable meetings; robust cadence across Audit, Compensation, Nominating, and S&T .
  • Anti-hedging/pledging policy reduces alignment risks; regular executive sessions of independent directors .

• Potential conflicts / RED FLAGS:

  • Significant beneficial ownership via Westlake BioPartners (10.5%); Seidenberg is a managing director of the general partners of these funds (shared dispositive power). While the Board deems her independent, investors may scrutinize potential influence on board decisions, especially compensation, capital raising, and related governance items .
  • Change-in-control automatic full vesting for non-employee director equity may be viewed as shareholder-unfriendly by some governance frameworks (acceleration without performance conditions) .
  • Legal proceedings: A shareholder class action filed Dec 2024 names Kyverna and certain current/former officers and directors, including Seidenberg, alleging IPO registration statement/prospectus misstatements/omissions; outcome uncertain and a governance risk indicator .

• Program signals:

  • 2025 restated director equity program introduces RSUs alongside options, shifting mix toward guaranteed time-based equity; may modestly reduce at-risk leverage vs. options-only structures .
  • Directors can convert cash retainer to fully vested RSUs; convenience and tax timing but not performance-linked .

• Independence & engagement:

  • Board independence threshold met; all key committees fully independent; Seidenberg’s committee roles span compensation, governance, and science, indicating high engagement .

• Shareholder rights context:

  • Emerging growth company status: reduced executive compensation disclosure; no say-on-pay advisory votes required at this time .

Overall, Seidenberg brings high domain expertise and committee leadership. The principal governance watchpoint is her dual role as independent director and managing director of funds holding a 10.5% stake, which can raise perceived conflict risks despite formal independence determinations and established related-party and committee safeguards .