John Fowler
Kezar Life SciencesAbout John Fowler
John Fowler, 53, is Kezar Life Sciences’ co-founder and a continuing director (term expires in 2027). He served as Chief Executive Officer from June 2015 to November 2023 and holds an A.B. and MBA from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kezar Life Sciences | Co-founder; Chief Executive Officer; Director | CEO: Jun 2015–Nov 2023; Director since Feb 2015 | Co-founded KZR and led as CEO until 2023 |
| HealthCPA | Chief Executive Officer | Jun 2009–Oct 2014 | Led patient advocacy and insurance navigation services provider |
External Roles
- No other public-company directorships disclosed for Fowler in the latest proxy .
Board Governance
- Independence: The Board affirmatively determined that all directors except Fowler (former CEO) and Dr. Kirk (CEO) are independent under Nasdaq rules; Fowler is not independent .
- Board Chair: Graham Cooper serves as independent Chair, separating chair and CEO roles .
- Committees: 2024 committee memberships did not include Fowler (Audit: Cooper, Berger, Garner; Compensation: Kauffman, Cooper, Wallace; Nominating & Governance: Berger, Klearman, Wallace) .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; independent directors held four executive sessions without management .
- Board classification: Classified board with three classes; Fowler is a continuing director with term expiring 2027 .
| Committee | 2024 Meetings |
|---|---|
| Audit | 4 |
| Compensation | 5 |
| Nominating & Corporate Governance | 1 |
Fixed Compensation
| Year | Cash Director Fees ($) | Consulting Fees ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 5,870 | 51,167 | 57,037 | Fowler waived participation in the non‑employee director compensation policy during his 12‑month consulting period following Nov 2023 CEO resignation; consulting fee was $5,000/month |
Director compensation policy (for non-employee directors generally): Annual base retainer $40,000; Board Chair $70,000; committee chair retainers $15,000 (Audit), $10,000 (Compensation), $8,000 (Nominating); committee member retainers $7,500 (Audit), $5,000 (Compensation), $4,000 (Nominating); clinical strategy committee $10,000 per member . Fowler agreed to waive this policy during the consulting period .
Performance Compensation
| Grant Date | Award Type | Shares/Options (#) | Strike/Exercise Price ($) | Source |
|---|---|---|---|---|
| 2024 Annual Director Grant | None awarded in 2024 (waived) | — | — | Waiver under consulting agreement |
| Feb 14, 2025 | Stock Option (Award) | 5,000 | 5.89 | |
| Jun 18, 2025 | Stock Option (Award) | 5,000 | 4.46 |
- Director option program (general policy): Initial option 10,000 shares vesting monthly over 3 years; annual option 5,000 shares vest in full after 12 months; exercise price at fair market value on grant date . Fowler waived during his consulting period .
- Clawback policy applies to incentive compensation tied to financial reporting measures (company-wide), compliant with SEC Rule 10D-1 and Nasdaq 5608 .
Other Directorships & Interlocks
- None disclosed for Fowler in the proxy; no reported interlocks with competitors/suppliers/customers .
Expertise & Qualifications
- Co-founder with deep company knowledge; prior CEO experience (Kezar and HealthCPA). Education: A.B. and MBA from Stanford University .
- Board-level experience as former CEO through 2023, contributing strategic and operational background .
Equity Ownership
| Holder | Direct/Common Shares | Options Exercisable ≤60 Days | Other Holdings | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| John Fowler | 39,391 common; 375 in trust; 3,846 via Montebello Holdings LLC | 292,391 | Fowler is a manager of Montebello Holdings LLC | 336,003 | 4.4% (7,305,800 shares outstanding as of Apr 1, 2025) |
| Options Outstanding at 12/31/2024 (not limited to ≤60 days) |
|---|
| 324,889 |
- Insider trading policy prohibits hedging, short sales, transactions in publicly traded options, margin accounts, and pledging of company stock—reducing alignment risks from hedging/pledging .
Governance Assessment
- Independence and potential conflicts: Fowler is not independent due to his former CEO status; his 12‑month consulting arrangement concurrent with Board service (Nov 2023–Nov 2024) introduces perceived conflict risk despite waiver of standard director pay .
- Committee engagement: No committee memberships in 2024, reducing direct oversight influence in Audit/Comp/Nominating .
- Ownership alignment: Significant beneficial ownership (4.4%) and substantial options indicate strong skin‑in‑the‑game; policy bans pledging/hedging mitigate misalignment risks .
- Company-level governance signals: 2024 Say‑on‑Pay received only 42% approval; stockholder feedback cited July 2023 option repricing without stockholder approval—both are red flags for pay governance during/around Fowler’s CEO tenure .
- Board structure and processes: Independent Chair, regular executive sessions, and full Board/committee attendance at ≥75% support baseline governance quality .
RED FLAGS: Non‑independent status; overlapping consulting while serving on the Board; low Say‑on‑Pay (42%); investor concern over 2023 option repricing without stockholder approval .