Courtney Wallace
Kezar Life SciencesAbout Courtney Wallace
Courtney Wallace, age 41, has served as an independent director of Kezar Life Sciences since December 2021; her current term (Class I) expires in 2028. She is a Venture Partner at Third Rock Ventures and previously served as Chief Business Officer at Beam Therapeutics (Nov 2020–Dec 2023). Wallace earlier held senior business development roles at Celgene and was a consultant at Easton Associates. She holds an A.B. from Harvard College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beam Therapeutics | Chief Business Officer | Nov 2020–Dec 2023 | Led collaborations, licensing, M&A across therapeutic areas |
| Celgene Corporation | Senior Director, Business Development | Not disclosed | Led collaborations, licensing, equity investments and M&A |
| Easton Associates (Navigant Consulting) | Consultant | Not disclosed | Corporate strategy, portfolio planning, clinical development, BD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Rock Ventures | Venture Partner | Current | Strategic/operational BD experience at life sciences companies |
Network note: Kezar’s independent Chair, Graham Cooper, serves on the board of Beam Therapeutics; Wallace previously served as Beam’s CBO, creating a shared prior affiliation (not a current interlock) .
Board Governance
- Classified board; Wallace is a Class I director with term ending 2028; director since 2021 .
- Independence: Board determined Wallace is independent under Nasdaq standards; all current directors except the CEO (Dr. Kirk) and former CEO (Fowler) are independent .
- Committee memberships (2024): Compensation Committee (member) and Nominating & Corporate Governance Committee (member); not a chair .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors held 4 executive sessions in 2024 .
- Leadership: Independent Board Chair (Graham Cooper), separate from CEO, with agenda-setting authority; risk oversight distributed across Board and committees .
| Committee | 2024 Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Berger, Cooper (Chair), Garner | Cooper | 4 |
| Compensation | Kauffman (Chair), Cooper, Wallace | Kauffman | 5 |
| Nominating & Corporate Governance | Berger (Chair), Klearman, Wallace | Berger | 1 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual base retainer (non-employee director) | 40,000 | Policy retainer |
| Compensation Committee member retainer | 5,000 | Member (non-chair) |
| Nominating & Corporate Governance Committee member retainer | 4,000 | Member (non-chair) |
| Total Cash Fees Earned (Wallace) | 49,000 | Per Director Compensation table |
Performance Compensation
| Equity Component | Grant Mechanics | Vesting | 2024 Grant Date Value ($) |
|---|---|---|---|
| Initial stock option (on appointment) | 10,000 shares (pre-reverse scale) | Vests monthly over 3 years | Not applicable to 2024 grant; policy detail |
| Annual stock option (at each AGM) | 5,000 shares (post-reverse scale) | Vests fully at 12 months | 24,375 (ASC 718 FV) |
| Performance Metrics Tied to Director Compensation | Details |
|---|---|
| None disclosed for directors; compensation is cash retainers plus time-based stock options (no PSU/TSR metrics) | Policy describes options with time-based vesting only |
Notable Form 4 grant events for Wallace:
- 2025-06-18: Option award for 5,000 shares at $4.46 (post-reverse split) .
- 2024-06-20: Option award for 50,000 shares at $0.67 (pre-reverse split equivalent to 5,000 post-split) .
- 2023-06-15: Option award for 35,000 shares at $2.64 .
- 2022-06-16: Option award for 26,000 shares (price not specified) .
- 2021-12-09: Initial option award for 52,000 shares at $13.87; Form 3 filed same day .
Other Directorships & Interlocks
| Company | Role | Public Board? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists operating roles (TRV, Beam, Celgene, Easton); no current public company directorships identified for Wallace . |
Expertise & Qualifications
- Strategic and operational business development leadership across collaborations, licensing, equity investments, and M&A in biotechnology; senior BD experience at Celgene and executive role at Beam .
- Education: A.B. Harvard College; MBA Harvard Business School .
Equity Ownership
| As of April 1, 2025 | Shares Beneficially Owned | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Courtney Wallace | 11,300 | <1% | Consists of shares issuable upon exercise of stock options within 60 days; no direct common shares disclosed in footnote . |
| Options Outstanding (12/31/2024) | Count |
|---|---|
| Stock options outstanding at year-end (Wallace) | 16,300 |
Policy controls:
- Hedging and pledging are prohibited for officers and directors under Kezar’s Insider Trading Policy .
Insider Trades (Form 4 Summary)
| Filing Date | Transaction Date | Type | Securities Transacted (#) | Price ($) | Post-Transaction Ownership (#) | Security |
|---|---|---|---|---|---|---|
| 2025-06-23 | 2025-06-18 | Award (A) | 5,000 | 4.46 | 5,000 | Stock Option |
| 2024-06-21 | 2024-06-20 | Award (A) | 50,000 | 0.67 | 50,000 | Stock Option |
| 2023-07-26 | 2023-07-24 | Award (A) | 52,000 | 2.28 | 52,000 | Stock Option |
| 2023-07-26 | 2023-07-24 | Return to issuer (D) | (52,000) | 13.87 | 0 | Stock Option |
| 2023-07-26 | 2023-07-24 | Award (A) | 26,000 | 2.28 | 26,000 | Stock Option |
| 2023-07-26 | 2023-07-24 | Return to issuer (D) | (26,000) | 4.80 | 0 | Stock Option |
| 2023-06-16 | 2023-06-15 | Award (A) | 35,000 | 2.64 | 35,000 | Stock Option |
| 2022-06-17 | 2022-06-16 | Award (A) | 26,000 | 0.00 | 26,000 | Stock Option |
| 2021-12-10 | 2021-12-09 | Award (A) | 52,000 | 13.87 | 52,000 | Stock Option |
| 2021-12-10 | 2021-12-09 | Initial ownership (Form 3) | — | — | — | — |
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal/Nominee | Votes For | Votes Withheld/Against | Broker Non-Votes/Abstain |
|---|---|---|---|
| Courtney Wallace (Director election) | 1,551,353 | 2,390,314 (withheld) | 2,240,480 |
| Say-on-Pay (Advisory) | 2,151,745 | 1,781,942 (against); 7,980 abstain | 2,240,480 |
| Auditor Ratification (KPMG LLP) | 6,116,820 | 56,801 (against) | 8,526 abstain |
| Source: Item 5.07 8-K filed June 23, 2025 . |
Equity Ownership & Alignment – Policy Environment
- Prohibitions: Hedging and pledging of company stock are prohibited for directors and officers .
- Clawback: Company maintains an Incentive Compensation Recoupment Policy compliant with Rule 10D-1 (applies to executive incentive compensation) .
Compensation Committee Analysis
- Committee composition: Kauffman (Chair), Cooper, Wallace (member) .
- Consultant: Semler Brossy engaged as independent compensation consultant in 2024; provided market data, peer analysis, and ongoing executive and director compensation assessments .
- Process: Committee meets quarterly, uses executive sessions, and follows independence assessments for any advisors retained .
Governance Assessment
- Independence and roles: Wallace is independent, serving on two core governance committees (Compensation; Nominating & Corporate Governance) supporting oversight of pay practices and board composition/evaluation .
- Attendance and engagement: Board met 10 times; directors met minimum attendance threshold; independent directors held 4 executive sessions—indicative of active oversight .
- Director pay mix: Wallace’s 2024 compensation is primarily cash ($49,000) with equity via time-based options ($24,375 FV), aligned to standard small-cap biotech director pay structures; no performance-conditioned equity noted for directors .
- Ownership alignment: Beneficial ownership comprises options exercisable within 60 days (11,300 shares, <1%); options outstanding 16,300—limited direct common share exposure but equity linkage exists via options. Hedging/pledging bans mitigate misalignment risks .
- Shareholder sentiment: Wallace’s re-election received more withheld votes than for votes (1.55M For vs. 2.39M Withheld), a governance red flag suggesting investor concerns; say-on-pay passed but with a notable “Against” count, indicating mixed support on compensation practices .
- Conflicts/related-party exposure: Proxy discloses related-party transactions (e.g., historical registration rights involving another director) but none attributable to Wallace; all directors have indemnification arrangements typical for Delaware corporations .
- Compensation oversight quality: Use of independent consultant (Semler Brossy) and committee processes (executive sessions, independence assessments) support governance quality in pay decisions .
Red Flags
- High withheld vote on Wallace’s re-election versus votes for (2.39M withheld vs. 1.55M for), signaling investor skepticism and warranting engagement on board composition and effectiveness .
Investor Confidence Signals
- Independent Chair structure and regular executive sessions enhance board independence and oversight .
- Hedging/pledging prohibitions and clear committee charters/independence standards support alignment and control .