Franklin Berger

About Franklin Berger

Franklin M. Berger, age 75, is an independent director of Kezar Life Sciences (KZR) and has served on the Board since 2016; his current term expires at the 2026 annual meeting . He is a former senior biotechnology equity research analyst and Managing Director at J.P. Morgan Securities, with prior roles at Salomon Smith Barney and Josephthal & Co., and he founded the small-cap NEMO Fund at Sectoral Asset Management (Jan 2007–Jun 2008) . Mr. Berger holds a B.A. in international relations and an M.A. in international economics from Johns Hopkins University and an MBA from Harvard Business School . The Board has determined he is independent under Nasdaq standards and designated him an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence: Independent director; Board affirmed independence of all directors except CEO Christopher Kirk and former CEO John Fowler .
• Committee assignments (2024 activity):
  • Audit Committee member; designated “financial expert” .
  • Nominating & Corporate Governance Committee Chair .
• Board effectiveness and engagement:
  • Board met 10 times in 2024; all incumbents (including Berger) attended ≥75% of Board and committee meetings .
  • Independent directors held quarterly executive sessions (4 in 2024) .
  • Independent Board Chair structure (Chair: Graham Cooper) to reinforce oversight .
• Shareholder voice signals: 2024 Say-on-Pay approval was 42%; the Board acknowledged investor feedback critical of the July 2023 option repricing without prior shareholder approval and committed to consider concerns in any future repricing discussions . 2025 Say-on-Pay subsequently received 2,151,745 “For” vs 1,781,942 “Against” (7,980 abstain; 2,240,480 broker non-votes) .

Fixed Compensation

Notes:

• No meeting fees are disclosed; cash retainers are paid quarterly; expenses reimbursed .
• All directors are reimbursed for travel .

Performance Compensation

• Structure: Kezar uses stock options for non-employee director equity, aligning with long-term performance via equity appreciation; no RSUs/PSUs for directors disclosed .
• Grant policy and vesting:
  • Initial grant on joining: 10,000 options, vest monthly over 3 years .
  • Annual grant at each annual meeting: 5,000 options, vest in full 12 months after grant .

Other Directorships & Interlocks

• Current public boards: ESSA Pharma (since Mar 2015), Atea Pharmaceuticals (since Sep 2019), Satellos Bioscience (since Jun 2023) .
• Prior public boards include Atreca, Five Prime, BioTime, Seattle Genetics, Proteostasis, Tocagen, Immune Design, Bellus Health .
• Related party/Interlocks at Kezar: Mr. Berger was a party to an amended and restated investors’ registration rights agreement (2017) as a shareholder; those rights terminated five years after the IPO (June 2023) .

Expertise & Qualifications

• Capital markets and biotech: Former MD and Senior Biotechnology Analyst at J.P. Morgan; significant sell-side experience across major firms .
• Investment leadership: Founded Sectoral’s NEMO Fund, demonstrating small-cap biotech investing expertise .
• Education: B.A. (International Relations), M.A. (International Economics) – Johns Hopkins; MBA – Harvard Business School .
• Financial oversight: Audit committee financial expert designation .

Equity Ownership

Policy constraints and risk mitigants:

• Hedging and pledging prohibited for directors, officers, employees, and consultants under Kezar’s Insider Trading Policy .

Governance Assessment

• Strengths:

  • Independent director with deep biotech capital markets expertise; serves as Audit Committee financial expert and chairs Nominating & Corporate Governance—key roles for board effectiveness .
  • Board structure includes an independent Chair, quarterly executive sessions, and committee independence compliance .
  • Use of an independent compensation consultant (Semler Brossy) and explicit clawback policy for executives reinforce risk oversight (committee-level practice; company-wide policy) .
  • Anti-hedging/pledging policy reduces alignment risks .

• Watch items / potential investor confidence headwinds:

  • 2024 Say-on-Pay passed with only 42% support, signaling material shareholder dissatisfaction; the Board cited criticism of the July 2023 option repricing without prior shareholder approval and pledged to consider such feedback going forward .
  • Director compensation is modest but largely cash-based for Berger in 2024 ($55.5k cash vs $24.4k equity), which yields lower equity “skin-in-the-game” than some peers; beneficial ownership remains <1% (67,310 shares) .
  • Historical related-party tie via investor registration rights (now terminated as of June 2023) should be disclosed context but does not represent a current conflict .

• Signals to monitor:

  • Ongoing responsiveness to investor feedback on equity award practices (repricings) and Say-on-Pay outcomes; 2025 Say-on-Pay passed with 2,151,745 For vs 1,781,942 Against, indicating improvement but continued scrutiny is likely .
  • Committee workload and attendance remain acceptable; Board met 10 times in 2024 with all incumbents ≥75% attendance .