Marc Belsky
Kezar Life SciencesAbout Marc Belsky
Marc L. Belsky is Chief Financial Officer (CFO) and Secretary of Kezar Life Sciences, Inc., serving since April 2018; he was previously Senior Vice President and CFO at Five Prime Therapeutics (Oct 2009–Apr 2018) and began his career as an auditor with Coopers & Lybrand. He holds a B.S. in accounting from Wayne State University, an M.B.A. from the University of Michigan, and is a certified public accountant; age 69 as of April 1, 2025 . Company TSR has been challenged: the value of an initial fixed $100 investment was $4.02 at year-end 2024, with net loss of $83.7 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Prime Therapeutics, Inc. | Senior Vice President & Chief Financial Officer | Oct 2009 – Apr 2018 | Led public-company finance and operations at a clinical-stage biotech |
| Coopers & Lybrand | Auditor (CPA) | N/A | Foundation in public accounting and financial controls |
| Cell Genesys; Active Aero Group; DataWave Systems; Michigan National Corporation | Various finance roles | N/A | Diverse finance leadership across biotech, logistics, payments, and banking |
External Roles
No public company directorships or external board roles for Belsky were disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 446,275 | 462,000 |
| Target Bonus (% of Base) | 40% | 40% |
| Actual Bonus Paid ($) | 179,938 | 177,408 |
| All Other Compensation ($) | 13,200 | 13,800 |
| Total Compensation ($) | 2,006,319 | 915,043 |
Notes:
- Effective Jan 1, 2025, base salary increased to $475,900; target bonus remains 40% .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout/Conversion | Vesting |
|---|---|---|---|---|---|---|
| Annual Performance Bonus (2023) | Corporate goals attainment | N/A | 40% of base | 100.8% achievement → 40.3% of base | Cash | Paid after year-end |
| Annual Performance Bonus (2024) | Corporate goals (zetomipzomib LN & AIH clinical/operational) | 75% | 40% of base | 95–96% achievement → 38.4% of base | Cash | Paid after year-end |
| Annual Performance Bonus (2024) | Protein secretion program in solid tumors | 12% | Included in total | Included in total | Cash | Paid after year-end |
| Annual Performance Bonus (2024) | Financial & business development activities | 13% | Included in total | Included in total | Cash | Paid after year-end |
| Stock Options (Jan 7, 2024) | Option grant | N/A | 29,499 sh @ $9.30 | N/A | ASC 718 FV $261,835 in 2024 comp | Vests monthly over 48 months from Jan 7, 2024 |
| Retention Option (Jul 11, 2024) | Option grant tied to non-financial clinical criteria | N/A | 12,000 sh @ $6.30 | Criteria certified achieved (Mar 2025) | N/A | Single vest on Jul 11, 2025 (double-check certification) |
Red flags and context:
- July 2023 broad option repricing (to $2.28) for executives created shareholder concern; 2024 Say-on-Pay received 42% approval, with feedback that repricing without shareholder approval misaligned pay and performance . The Board/Comp Committee committed to consider shareholder concerns in any future repricings .
Equity Ownership & Alignment
| Ownership Metric (as of Apr 1, 2025) | Value |
|---|---|
| Common shares owned | 1,872 sh |
| Options exercisable within 60 days | 95,703 sh |
| Total beneficial ownership | 97,575 sh |
| Ownership % of outstanding | 1.3% (out of 7,305,800 sh outstanding) |
| Hedging/Pledging policy | Company prohibits hedging, short sales, margin accounts, pledges for officers/directors/employees |
| Insider trading governance | Formal Insider Trading Policy; CFO Marc Belsky is designated Compliance Officer overseeing pre-clearance and blackout policies |
Vested vs. Unvested and upcoming vesting catalysts for Belsky (selected):
- 6,760 exercisable / 22,739 unexercisable options at $9.30 expiring 1/6/2034 (monthly vest schedule from Jan 7, 2024) .
- 12,000 unexercisable options at $6.30 expiring 7/10/2034 will vest on July 11, 2025 (criteria already certified) .
- Older grants carry small remaining unvested tranches (e.g., 458 at $22.80 from 1/7/2031; 3,791 at $22.80 from 1/4/2032; 10,156 at $22.80 from 1/7/2033), with monthly vesting schedules .
Section 16 compliance:
- 2024 delinquent filings noted only for CLO Mark Schiller; no late reports disclosed for Belsky .
Reverse split context:
- Company effected 1-for-10 reverse split in Oct 2024; all share/per-share amounts adjusted, and equity awards proportionally adjusted .
Employment Terms
| Term | Key Provision |
|---|---|
| Role and reporting | CFO, reporting to CEO; at-will employment |
| Base salary (2025) | $475,900 effective Mar 20, 2025 |
| Target bonus | 40% of Annual Base Salary |
| Equity eligibility | Eligible for future option grants at Board/Comp Committee discretion |
| Covered termination (no CIC) | Lump sum severance equal to Monthly Base Salary + Pro-Rata Bonus multiplied by 12; 12 months health-premium cash payments grossed-up for taxes; subject to release |
| Change-in-control termination (double trigger) | Lump sum severance equal to Monthly Base Salary + Pro-Rata Bonus multiplied by 12; 12 months health-premium cash payments grossed-up for taxes; full acceleration of all outstanding equity awards, with 90-day post-termination option exercise window; subject to release |
| 280G excise tax | Best-of (Full vs Reduced Payment) cutback methodology to avoid/optimize excise tax, with defined reduction order (cash, non-option equity, options, other benefits) |
| Post-termination obligations | Cooperation, confidentiality, return of property, arbitration in San Francisco under JAMS; California law governs |
| Clawback policy | Incentive Compensation Recoupment Policy complying with Rule 10D-1/Nasdaq 5608; applies to current/former executive officers; recoupment for restatements of financial reporting measures |
Investment Implications
- Pay-for-performance alignment: Belsky’s cash bonus tracks corporate goals that are highly operational (75% weight on pivotal AIH/LN clinical progress), with payouts at ~95–96% of target in 2024 (38.4% of base), suggesting discipline in linking cash incentives to program execution . Option grants vest monthly over 4 years; retention option introduces a near-term vest on July 11, 2025 tied to clinical milestones already certified, potentially creating modest, time-specific exercise/sell pressure .
- Governance and shareholder sentiment: 2024 Say-on-Pay approval at 42% and prior (July 2023) option repricing without shareholder approval are noteworthy red flags; the Board acknowledged feedback and committed to consider shareholder concerns in any future repricing decisions . Monitoring future equity actions is prudent.
- Ownership alignment and risk controls: Belsky’s beneficial ownership (97,575 shares, including options exercisable within 60 days) and a strict prohibition on hedging/pledging, with his role as Compliance Officer, reinforce alignment and insider trading discipline . No disclosed delinquent Section 16 filings for Belsky in 2024 .
- Retention and change-in-control protection: Economic protections (12 months severance cash and health, double-trigger full equity acceleration on CIC) are standard for SMID-cap biotech CFOs; the 280G “best-of” cutback and health premium gross-ups add rigor and certainty around exit economics . No non-compete was disclosed; retention relies on role, ongoing vesting cadence, and program momentum .
- Company performance backdrop: TSR and losses reflect clinical-stage risk and 2024 reverse split; incentive frameworks emphasize clinical progression and steroid-sparing efficacy endpoints in AIH, consistent with value-creation levers in the pipeline –. Continued progress against AIH regulatory path and LN learnings will drive compensation outcomes and, indirectly, executive equity value.
All share counts reflect the October 2024 1-for-10 reverse split and adjusted equity awards .