Graham Cooper
Kezar Life SciencesAbout Graham Cooper
Independent Chairman of the Board at Kezar Life Sciences (KZR), age 55, serving as director since 2017 and elevated to Chairman in May 2022. He is a seasoned biotech finance executive and audit committee financial expert, currently CFO of Tavo Biotherapeutics; prior roles include CFO/COO at Assembly Biosciences, CFO at Receptos and Geron, with earlier healthcare banking experience at Deutsche Bank and a CPA earned at Deloitte; education includes a BA in Economics (UC Berkeley) and MBA (Stanford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assembly Biosciences, Inc. | Chief Financial Officer & Chief Operating Officer | Mar 2018 – Apr 2019 | Operational and financial leadership |
| Receptos, Inc. | Chief Financial Officer | Feb 2013 – Aug 2015 | Took company through growth phase |
| Geron Corporation | CFO & EVP Finance & Business Development | Jan 2012 – Dec 2012 | Corporate development and finance |
| Orexigen Therapeutics, Inc. | Chief Financial Officer | Prior to 2012 | Finance leadership |
| Deutsche Bank Securities | Director, Health Care Investment Banking | Prior to Deloitte | Transaction advisory in biotech |
| Deloitte & Touche LLP | Accountant (CPA) | Early career | Earned CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tavo Biotherapeutics, Inc. | Chief Financial Officer | Current | Operating CFO role |
| Beam Therapeutics, Inc. (public) | Director | Since Oct 2019 | Current public company directorship |
| Celladon Corporation (public) | Director | Prior | Former public board |
| Unity Biotechnology, Inc. (public) | Director | Prior | Former public board |
| Applied Molecular Transport, Inc. (public) | Director | Prior | Former public board |
Board Governance
- Independence: Board affirmatively determined Cooper is independent under Nasdaq rules; KZR maintains an independent Board Chair model, with Cooper serving as independent Chair .
- Committee assignments (FY2024): Audit Committee Chair (financial expert), Compensation Committee member; not on Nominating/Governance .
- Board/committee activity and attendance: Board met 10 times in FY2024; each incumbent director attended at least 75% of Board and committee meetings; independent directors held four executive sessions without management .
| Committee | Role | Meetings (FY2024) |
|---|---|---|
| Audit | Chair; Financial Expert | 4 |
| Compensation | Member | 5 |
| Nominating & Corporate Governance | Not a member | 1 |
| Board | Independent Chair | 10 (Board meetings) |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Chair annual cash retainer | $70,000 | Non-employee Chair |
| Audit Committee Chair retainer | $15,000 | Additional annual |
| Compensation Committee member retainer | $5,000 | Additional annual |
| Fees earned (2024 actual) | $90,000 | Reflects Chair + Audit Chair + Comp member |
Performance Compensation
KZR compensates directors primarily with stock options; no PSUs/RSUs or cash performance bonuses disclosed for non-employee directors. Hedging/pledging of company stock is prohibited under the insider trading policy, which supports alignment and risk control .
| Equity Element | Grant Size | Vesting | Exercise Price Basis | 2024 Option Awards Expensed | Outstanding Options (12/31/2024) |
|---|---|---|---|---|---|
| Initial director option grant | 10,000 shares | Monthly over 3 years (service-based) | Fair market value on grant | N/A (policy) | N/A |
| Annual director option grant | 5,000 shares | 12 months cliff (service-based) | Fair market value on grant | $24,375 | 22,709 |
Other Directorships & Interlocks
| Company | Market Status | Role | Potential Interlock/Notes |
|---|---|---|---|
| Beam Therapeutics, Inc. | Public | Director | Cooper sits on Beam’s board; another KZR director (Wallace) previously served as Beam executive (Chief Business Officer), not a director; monitor information flow |
| Tavo Biotherapeutics, Inc. | Private (implied) | CFO | Concurrent executive role may impact time commitments; no related-party transactions disclosed with KZR |
Expertise & Qualifications
- Financial expert: Designated audit committee financial expert; deep CFO experience across biotech and investment banking .
- Capital markets and M&A: Deutsche Bank healthcare investment banking background; multiple CFO roles through funding cycles .
- Governance leadership: Independent Board Chair structure enhances oversight; leads executive sessions .
- Credentials: CPA (Deloitte), BA Economics (UC Berkeley), MBA (Stanford) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Composition / Notes |
|---|---|---|---|
| Graham Cooper | 17,709 | <1% | Shares issuable upon exercise of stock options exercisable within 60 days of April 1, 2025; no direct common stock listed; pledging/hedging prohibited by policy |
| Shares Outstanding (reference) | 7,305,800 | — | Shares outstanding at record date for 2025 proxy |
Governance Assessment
- Positives:
- Independent Chair model with Cooper leading Board oversight; separation from CEO strengthens accountability .
- Audit Chair and financial expert designation; oversight of financial reporting and risk management processes .
- Attendance at least 75% for all incumbents; independent directors held four executive sessions (FY2024), indicating active oversight .
- Prohibition on hedging/pledging and robust governance policies (Code of Conduct, Corporate Governance Guidelines) .
- Concerns/RED FLAGS:
- 2024 Say-on-Pay approval of 42% indicates shareholder dissatisfaction with compensation practices; Board acknowledged feedback that the July 2023 option repricing (without shareholder approval) may misalign pay and performance—future repricings to consider shareholder concerns. This is a governance signal requiring continued monitoring .
- Low personal ownership: Beneficial ownership is entirely option-based and <1%, which may suggest limited “skin in the game” versus cash retainer and service-based options .
- Multiple external commitments: Concurrent CFO role at Tavo Biotherapeutics and board service at Beam could present time constraints; no KZR-related party transactions disclosed, but monitor for interlock/information flow risks .
- Compensation oversight:
- Cooper sits on Compensation Committee alongside an independent consultant (Semler Brossy) engagement and peer benchmarking, which supports process rigor; however, the 2023 option repricing controversy underscores the need for enhanced shareholder engagement and restraint on award modifications .
Overall, Cooper’s independent Chairmanship and audit expertise are strengths for board effectiveness; the 2023 option repricing and weak 2024 say-on-pay outcome are governance headwinds requiring visible remediation and improved pay-for-performance alignment .