Mark Schiller
Kezar Life SciencesAbout Mark Schiller
Mark Schiller, age 45, is Chief Legal Officer of Kezar Life Sciences (KZR). He joined Kezar in April 2019 and was promoted to CLO in January 2024 after serving as VP and SVP, Legal Affairs. Previously, he was Executive Director, Legal Affairs at Immune Design (acquired by Merck in March 2019), led the legal function at 3‑V Biosciences (now Sagimet), and began his career as a corporate associate at Gunderson Dettmer and Cooley. He holds a J.D. from UC Hastings and a B.S. in chemistry from the University of Maryland, College Park . Company performance context during his CLO tenure: 2024 cumulative TSR implied a $100 investment ended at $4.02 (proxy TSR measure) and net loss improved to $83.7M from $101.9M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Immune Design | Executive Director, Legal Affairs | 2014–2019 | Managed legal affairs through sale to Merck (Mar 2019), supporting deal execution and integration . |
| 3‑V Biosciences (Sagimet) | Head of Legal Function | Prior to 2014 | Built legal operations for discovery‑stage biotech; supported financings and partnerships . |
| Gunderson Dettmer | Corporate Associate | Early career | Venture financings and company formation for life sciences/tech clients . |
| Cooley | Corporate Associate | Early career | Corporate transactions for life sciences/tech clients . |
External Roles
No public company directorships or external board roles disclosed for Mr. Schiller in KZR filings .
Fixed Compensation
| Element | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 451,000 | 464,600 |
| Target Bonus (% of Salary) | 40% | 40% |
Performance Compensation
Annual Cash Bonus (2024)
| Metric Category | Weighting | Target | Actual Achievement | Payout as % of Salary | Dollar Payout ($) |
|---|---|---|---|---|---|
| Zetomipzomib program (LN/AIH) | 75% | 40% of salary | Company goals: 95% of target; NEOs: 96% | 38.4% | 173,185 |
Notes: 2024 bonus program weighted to clinical/operational goals (75% zetomipzomib; 12% secretion program in solid tumors; 13% financial/BD). Compensation Committee approved payout at 95% of target corporate goals, and for Mr. Schiller, 96% achievement translating to 38.4% of base salary .
Equity Awards and Vesting (Grants impacting 2024–2025)
| Award Type | Grant/Certification Date | Shares/Units | Exercise/Grant Price ($) | Vesting Schedule / Triggers | Status/Notes |
|---|---|---|---|---|---|
| Stock option (annual) | Jan 7, 2024 | 25,000 | 9.30 | 48 equal monthly installments from Jan 7, 2024 (service‑based) | Outstanding; shown as 5,729 exercisable / 19,271 unexercisable at 12/31/24 . |
| Stock option (retention) | Jul 11, 2024 | 12,000 | 6.30 | Cliff: entire option vests Jul 11, 2025 upon achievement of non‑financial clinical development criteria and continued service | Criteria certified achieved in Mar 2025; vesting expected Jul 11, 2025 (service required) . |
| RSU | (Grant not dated in proxy); Vest date Jul 1, 2025 | 1,500 | — | Vest Jul 1, 2025 (service‑based) | Valued at $10,080 at 12/31/24 using $6.72 share price (illustrative) . |
Multi‑Year Compensation (as disclosed for Mr. Schiller)
| Year | Salary ($) | Option Awards ($, ASC 718) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 451,000 | 230,393 | 173,185 | 13,800 (401k match) | 868,378 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Common Shares Owned (direct) | 1,800 |
| Options Exercisable within 60 Days (as of Apr 1, 2025) | 54,579 |
| Total Beneficial Ownership (shares) | 56,379 |
| Ownership % of Outstanding | <1% (starred in filing) |
| Hedging/Pledging | Prohibited for officers (no pledging or hedging; no margin accounts) |
| Ownership Guidelines | Not disclosed in filings reviewed. |
Vested vs unvested (illustrative as of 12/31/24): Annual 2024 option showed 5,729 exercisable / 19,271 unexercisable; 2023 option showed 7,906 exercisable / 8,593 unexercisable; retention option (12,000) unvested until Jul 11, 2025; RSU 1,500 unvested until Jul 1, 2025 .
Insider activity indicator: one late Form 4 filed Jul 26, 2024 for 669 shares sold to cover tax withholding upon RSU vesting (non‑discretionary), per Section 16(a) disclosure .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At‑will; base salary, target bonus determined by Compensation Committee . |
| Severance (Without Cause / Good Reason / Disability) | Lump sum equal to 12 months of (monthly base salary + pro‑rata bonus), plus 12 months COBRA premium payments . |
| Change‑in‑Control (Double‑trigger, 3 months pre‑/12 months post‑CIC) | Lump sum equal to 12 months of (monthly base salary + pro‑rata bonus), plus 12 months COBRA; full acceleration of all outstanding equity; options exercisable for 90 days post‑termination; repurchase rights lapse . |
| Definitions | “Cause,” “Good Reason,” “Change in Control,” “Permanent Disability” as defined in agreements . |
| Clawback | Incentive Compensation Recoupment Policy compliant with Rule 10D‑1/Nasdaq 5608; applies to current/former executive officers for compensation tied to financial reporting measures . |
| Hedging/Pledging | Prohibited under insider trading policy . |
Governance and Pay Alignment Context
- 2024 Say‑on‑Pay approval: 42% (low). Feedback focused on July 2023 option repricing without prior shareholder approval; Board/Comp Committee noted feedback for any future repricing considerations .
- Equity mix continues to emphasize stock options (higher at‑risk leverage). Introduction of a small RSU tranche (1,500 units) adds certainty but is modest relative to options .
- Reverse stock split (1‑for‑10) in Oct 2024; all share figures retroactively adjusted in proxy .
Company Performance Snapshot (context for incentive alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| TSR – $100 Investment (proxy measure) ($) | 5.67 | 4.02 |
| Net Income (Loss) ($M) | (101.9) | (83.7) |
| EBITDA ($M) | (104.2)* | (88.1)* |
Values with asterisk (*) retrieved from S&P Global.
Compensation Structure Analysis (signals)
- Cash vs equity mix: 2024 pay notably equity‑heavy via options ($230k grant‑date value) and a targeted cash bonus tied to clinical/operational milestones; demonstrates emphasis on long‑term equity value creation .
- Performance rigor: Corporate goal attainment set below 100% (95% corporate; 96% for NEOs) despite clinical progress, suggesting some calibration to outcomes; metrics focused primarily on clinical execution (75% weighting) .
- Repricing history: July 2023 option repricing across executives without prior shareholder approval was cited by investors as misaligned; governance trajectory bears monitoring despite Board acknowledgment .
- Clawback and anti‑hedging/pledging policies are in place, improving alignment and reducing risk of misaligned incentives .
Vesting Schedules and Potential Selling Pressure
- Near‑term cliffs: 12,000 retention options vest on Jul 11, 2025 (criteria already certified) and 1,500 RSUs vest on Jul 1, 2025; these could create limited, date‑driven liquidity events subject to trading windows .
- Ongoing monthly vest: Annual 2024 option vests monthly through Jan 2028, smoothing potential selling pressure over time .
- Policy constraints: Hedging/pledging prohibited; trading subject to insider trading policy windows, limiting opportunistic or leveraged selling .
Risk Indicators & Red Flags
- Say‑on‑Pay: 42% approval in 2024 is a governance red flag; indicates investor concern with pay decisions (notably option repricing) .
- Repricing: July 2023 option repricing for executives and directors increases scrutiny of future equity actions .
- Compliance: One late Form 4 (clerical/timing) disclosed for Mr. Schiller related to tax‑withholding sale; not indicative of discretionary selling pressure .
Investment Implications
- Alignment: Schiller’s compensation is predominantly at‑risk and equity‑based (monthly‑vesting options plus a small RSU), aligned with long‑horizon clinical milestones; anti‑hedging/pledging and clawback provisions reinforce alignment .
- Near‑term catalysts for ownership change: July 2025 vesting of 12,000 options and 1,500 RSUs could add modest sellable float, though policy‑driven trading windows and relatively small sizes temper pressure .
- Retention/COC: Single‑trigger termination benefits are standard; double‑trigger CIC terms include full equity acceleration and 12 months cash/COBRA—reasonable for a non‑PEO; equity acceleration could influence deal‑related supply dynamics post‑transaction .
- Governance watch‑items: The 2023 option repricing and 2024 Say‑on‑Pay result warrant monitoring of future equity actions and shareholder engagement outcomes .