Ian Clark
About Ian Clark
Ian Clark (age 64) is an independent director and the Chairperson of the Board at Kyverna Therapeutics (KYTX). He has served on the KYTX board since 2021 (Class II; term ends at the 2026 annual meeting) and brings 35+ years in biopharma, including as former CEO of Genentech; he holds a B.Sc. in Biological Sciences and an Honorary Doctorate of Science from the University of Southampton (UK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | Chief Executive Officer and Director | ~2009–Dec 2016 (CEO 7 years) | Brought 11 new medicines to market across RA, IPF, oncology |
| Roche Group | EVP, Head of Global Product Strategy | Apr 2009–Dec 2009 | Global product strategy leadership |
| Genentech (prior roles) | EVP Commercial Ops; SVP, GM BioOncology | 2003–2009 | Led commercial/BioOncology growth |
| Novartis, Sanofi, Ivax, Searle | Various senior roles (US, UK, Canada, E. Europe, France) | Prior 23 years pre-2003 | International commercial leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Takeda Pharmaceutical Company Limited (TAK) | Director | Public | Current board service |
| Corvus Pharmaceuticals (CRVS) | Director | Public | Current board service |
| Guardant Health (GH) | Director | Public | Current board service |
| Olema Pharmaceuticals (OLMA) | Director | Public | Current board service |
| GoodRx Holdings (GDRX) | Director | Public | Current board service |
| KKR & Co. Inc. | Advisor | Private equity | Current advisor |
Board Governance
- Structure and independence:
- Board leadership separated: Warner Biddle is CEO; Ian Clark serves as independent Chairperson, a structure the board deems appropriate to balance oversight and management focus .
- Independence: Board determined Ian Clark and six other directors are independent under Nasdaq rules; independent directors meet in regular executive sessions .
- Committees and roles:
- Nominating & Corporate Governance Committee: Chair (members: Ian Clark (Chair), Christi Shaw, Beth Seidenberg, M.D.) .
- Not a member of Audit, Compensation, or Science & Technology Committees per board composition table .
- Board/committee activity and attendance:
- 2024 meetings: Board (10), Audit (6), Compensation (5), Nominating (2), Science & Tech (4); each director attended at least 75% of applicable meetings; no annual meeting held in 2024 .
- Tenure: Director since 2021; Class II term ends at the 2026 annual meeting .
Fixed Compensation
| Component | 2024 Program Detail | Ian Clark 2024 Actual |
|---|---|---|
| Annual board retainer (cash) | $40,000 per non-employee director (paid quarterly) | Included in total below |
| Independent Chair retainer (cash) | +$35,000 per year | Included in total below |
| Committee chair – Nominating & Corp Gov | +$10,000 per year (chair); members +$5,000 | Included in total below |
| Other committee retainers | Audit: Chair $20k; member $10k. Comp: Chair $15k; member $7.5k. Sci & Tech: Chair $15k; member $7.5k | N/A (not a member) |
| 2024 fees earned (cash) | Paid quarterly; directors could elect to convert retainers to RSUs | $88,750 cash |
Performance Compensation
| Element | Grant Value/Type | Vesting | 2024 Grants to Ian Clark | Notes |
|---|---|---|---|---|
| Initial equity (pre-3/25/25 design) | $350,000 option for new directors after 2/12/24 | 1/36 monthly over 3 years | None | Applies to new appointees in period |
| Annual equity (pre-3/25/25 design) | $175,000 option at each annual meeting (if ≥4 months service) | Full on earlier of 1 year or next annual meeting | None | No annual meeting held in 2024 |
| Restated program (effective 3/25/25) | Initial: $262,500 option + $87,500 RSUs | Option monthly over 3 yrs; RSUs 1/3 per year over 3 yrs | N/A in 2024 | Structure for new appointees after 3/25/25 |
| Annual (from 2025 meeting onward) | Choice of $131,250 option or $43,750 RSUs each annual meeting | Full vest by 1 year/next annual meeting | N/A in 2024 | From 2025 annual meeting |
| Change-in-control acceleration | All outstanding director equity vests in full upon change-in-control | Immediate | N/A | Applies to all non-employee directors |
No performance metrics apply to director equity; grants are time-based; directors may elect to convert cash retainers into fully vested RSUs and can defer settlement .
Other Directorships & Interlocks
| Company | Relationship to KYTX | Potential Interlock/Conflict |
|---|---|---|
| Takeda, Corvus, Guardant, Olema, GoodRx | Unrelated to KYTX per proxy disclosures | No disclosed related-party transactions involving Ian Clark; no supplier/customer ties disclosed |
Expertise & Qualifications
- Former Genentech CEO (7 years) and global biopharma executive; led launches across oncology, RA, IPF; deep commercial and global operating experience .
- Board leadership: Independent Chair at KYTX; chairs Nominating & Corporate Governance; extensive public company board experience (Takeda, Guardant, GoodRx, etc.) .
- Education: B.Sc. Biological Sciences; Honorary D.Sc., University of Southampton (UK) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/15/2025) | 285,951 shares beneficially owned, all via options exercisable within 60 days; no common shares reported directly held |
| Options outstanding (12/31/2024) | 364,398 shares underlying options |
| Hedging/pledging | Company prohibits hedging, short sales, derivative transactions, margin purchases, and pledging by directors; no pledging permitted (policy-wide) |
| Ownership guidelines | Not disclosed in proxy for directors; directors can elect to receive RSUs for retainers (fully vested at grant; deferrable) |
Governance Assessment
- Strengths
- Independent Board Chair with extensive operating experience; independent status affirmed by Board .
- Chairs the Nominating & Corporate Governance Committee; committee independence confirmed .
- Attendance: Board indicates all directors met ≥75% threshold in 2024; robust meeting cadence across committees .
- Shareholder-aligned practices: hedging/pledging prohibited; director equity accelerates on change-in-control; option/RSU mix introduced in 2025, allowing equity deferral .
- Compensation advisor (Aon Radford) assessed independent by the Compensation Committee, reducing consultant conflict risk .
- Potential Risk Indicators
- Board service load: simultaneously serves on at least five other public company boards (Takeda, Corvus, Guardant, Olema, GoodRx), which some governance frameworks consider “overboarding” risk for a public-company chair .
- Securities litigation: KYTX and certain directors, including Ian Clark, named in a December 2024 shareholder class action regarding the IPO registration statement; outcome unknown as of proxy filing .
Related-Party & Conflicts Check
- Related-party transactions disclosed involve other directors’ affiliated funds (Vida Ventures, Westlake BioPartners, Northpond) and certain executives; no Ian Clark-specific related-party transactions disclosed .
- Insider trading and clawback frameworks are in place company-wide (clawback policy effective 2/7/2024; insider trading policy prohibits hedging/pledging) .
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Option Awards (Grant Date FV) | Other | Total |
|---|---|---|---|---|
| 2024 | $88,750 | $0 | — | $88,750 |
- Program mechanics:
- Cash retainers per role (Board and committees) as outlined in Fixed Compensation above (paid quarterly; pro-rated in 2024; retainer-to-RSU election available) .
- No 2024 annual option grants due to no annual meeting; new 2025 program adds RSUs and mixed grant choices .
Other Notable Governance Policies
- Emerging Growth Company (EGC): reduced compensation disclosures and no advisory say-on-pay vote while EGC status persists .
- Clawback: SEC- and Nasdaq-compliant policy to recover incentive-based pay tied to financial reporting measures in the event of restatements (3-year lookback) .
RED FLAGS
- Overboarding risk: simultaneous service on five other public company boards may constrain time/attention, especially given KYTX is transitioning to late-stage development and commercialization .
- Securities litigation naming director: inclusion in class action over IPO disclosures (filed Dec 2024) can be an overhang for investor confidence until resolved .
Overall implication: Governance structures (independent chair, strong committee independence, risk/ethics policies) are solid, but investors should monitor workload/overboarding optics and the status of the securities litigation for potential reputational or time-allocation impacts .