Elizabeth Garner, M.D.
Kezar Life SciencesAbout Elizabeth Garner, M.D.
Elizabeth Garner, M.D. (age 57) is an independent director of Kezar Life Sciences, Inc., serving since December 2019; she brings extensive biopharma clinical development leadership in women’s health and oncology, with joint M.D. and M.P.H. degrees from Harvard and specialist training at Brigham and Women’s/Massachusetts General Hospitals and Dana-Farber Cancer Institute . She currently serves as Chief Executive Officer of SeNa Therapeutics (private), and previously was U.S. Chief Scientific Officer at Ferring Pharmaceuticals (May 2022–May 2024), Chief Medical Officer at ObsEva SA (July 2019–May 2022), and Chief Medical Officer at Agile Therapeutics (January 2014–July 2019) . The Board has affirmatively determined she is independent under Nasdaq standards; in 2024 each incumbent director met at least the 75% attendance threshold as the Board met 10 times with four executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ferring Pharmaceuticals (U.S.) | Chief Scientific Officer | May 2022 – May 2024 | Specialty biopharma in reproductive medicine; senior scientific leadership |
| ObsEva SA | Chief Medical Officer | Jul 2019 – May 2022 | Led development/commercialization in women’s reproductive health |
| Agile Therapeutics, Inc. | Chief Medical Officer | Jan 2014 – Jul 2019 | Led clinical development, regulatory, medical affairs strategies |
| Myriad Genetics | VP, Medical Affairs (Women’s Health/Preventive Care) | 2012 – 2014 | Medical leadership in women’s health |
| Abbott Laboratories | Senior Director | Prior to 2012 | Clinical/medical leadership roles |
| Merck Research Laboratories | Associate Director/Director, Clinical Research | 2007 – 2011 | Clinical research leadership |
External Roles
| Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| SeNa Therapeutics | Private | Chief Executive Officer | Current |
| Other public company boards | — | — | None disclosed in proxy biography |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met four times in 2024 and issued its report signed by Chair Graham Cooper, Franklin Berger, and Elizabeth Garner .
- Chair roles: Not a committee chair; Audit Committee chairs were Graham Cooper (Audit) and Michael Kauffman (Compensation), with Franklin Berger chairing Nominating & Corporate Governance in 2024 .
- Independence: Board determined all directors except CEO Christopher Kirk and former CEO John Fowler are independent; committee members meet SEC/Nasdaq independence standards .
- Attendance and engagement: Board held 10 meetings; each incumbent director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions in 2024 .
- Leadership structure: Independent Chair (Graham Cooper) separates oversight from management; Board conducts risk oversight through committees (financial, compensation risk, governance/compliance) .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $57,500 |
| Total Cash (Director Retainer Structure: $40,000 base; Audit member fee $7,500; clinical strategy committee members receive $10,000 annually per policy) | Policy amounts: $40,000 base; Audit member $7,500; Clinical Strategy Committee member $10,000 |
Note: Garner’s actual 2024 cash fees were $57,500; the policy provides a $40,000 base retainer and committee fees as disclosed, including $7,500 for Audit Committee members and $10,000 for clinical strategy committee members .
Performance Compensation
| Equity Element | 2024 Value/Terms | Vesting |
|---|---|---|
| Option Awards (grant-date fair value) | $24,375 (time-based director grant) | Annual director option vests in full 12 months after grant; initial option at appointment vests monthly over 3 years |
| Annual Director Equity Policy | Initial option: 10,000 shares; annual refresh: 5,000 shares; exercise price = fair market value on grant date | Initial: monthly over 3 years; annual: 12 months cliff |
No director performance-based metrics (e.g., revenue/EBITDA/TSR) are applied to director compensation; equity awards are time-based per the non-employee director compensation policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| None disclosed (public boards) | — | No public company directorships or interlocks disclosed for Dr. Garner |
Expertise & Qualifications
- Deep clinical leadership in women’s health and oncology across Merck, Abbott, Myriad, Agile Therapeutics, ObsEva, and Ferring; author of peer-reviewed scientific papers .
- Harvard-trained M.D./M.P.H., residency in obstetrics/gynecology and fellowship in gynecologic oncology; academic clinical practice and teaching background .
- Governance relevance: Audit Committee experience (since early 2020), enhancing oversight of financial reporting and controls; designated audit committee financial experts are Cooper and Berger, not Garner .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of April 1, 2025) | 11,368 shares (all issuable upon exercise of stock options within 60 days) |
| Ownership % of outstanding shares | ~0.16% (11,368 ÷ 7,305,800 shares outstanding) |
| Director option awards outstanding at 12/31/2024 | 16,368 options |
| Shares pledged/hedged | Prohibited by policy; hedging and pledging of company stock not permitted |
Governance Assessment
- Strengths: Independent director with high sector-specific clinical expertise; Audit Committee service and strong Board independence; anti-hedging/pledging policy supports alignment; directors met attendance thresholds and held regular executive sessions; independent Chair enhances oversight .
- Alignment: Director pay mix balanced with cash retainer and time-based options; beneficial ownership comprised of options only, modest as % outstanding; no related-party transactions disclosed involving Dr. Garner .
- RED FLAGS: 2024 say-on-pay approval was 42%, reflecting shareholder concern, including feedback that 2023 option repricing occurred without prior shareholder approval; while Garner is not on the Compensation Committee, this is a board-level governance risk to monitor .
- Section 16 compliance: Company reports timely filings for officers/directors in 2024, with one late Form 4 by the Chief Legal Officer; no issues noted for Dr. Garner .
Overall, Garner’s clinical/regulatory depth and consistent audit committee engagement support board effectiveness, while shareholder feedback on pay practices (low say-on-pay, option repricing) indicates broader governance scrutiny that the Board (and Audit Committee members) should continue addressing through transparent policies and investor engagement .