Michael Kauffman, M.D., Ph.D.
Kezar Life SciencesAbout Michael Kauffman, M.D., Ph.D.
Independent director at Kezar Life Sciences (KZR) since 2016; age 61 as of April 1, 2025. He is currently CEO and President of Nereid Therapeutics (private). Previously co-founded Karyopharm Therapeutics and served as CEO (2011–Apr 2021), and as President and CMO (2011–2013). He holds a B.A. in biochemistry (Amherst) and M.D./Ph.D. in biochemistry, cellular and molecular biology (Johns Hopkins); board certified in internal medicine with a rheumatology fellowship at MGH. Tenure and independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karyopharm Therapeutics, Inc. | Co-founder; Chief Executive Officer; President & CMO; Director | CEO 2011–Apr 2021; President & CMO 2011–2013; Director 2008–May 2022 | Founder-operator experience; oncology drug development |
| Onyx Pharmaceuticals, Inc. | Chief Medical Officer | — | Late-stage development/biopharma leadership |
| Proteolix, Inc. | Chief Medical Officer | — | Proteasome-targeted therapies; development leadership |
| Epix Pharmaceuticals, Inc. | President & Chief Executive Officer | — | Turnaround/operating CEO experience |
| Predix Pharmaceuticals, Inc. | President & Chief Executive Officer | — | Operating CEO experience |
| Bessemer Venture Partners | Operating Partner | — | Investor/operator perspective |
| Millennium Pharmaceuticals, Inc. | Senior positions | — | Large-cap biopharma operating experience |
| Biogen Idec, Inc. | Senior positions | — | Large-cap biopharma operating experience |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Nereid Therapeutics Inc. | Chief Executive Officer & President | Current | Private |
| Verastem Inc. | Director | Since Nov 2012 | Public |
| FoRx Therapeutics | Director | Current | Private |
| Nereid Therapeutics | Director | Current | Private |
| BiVictriX Therapeutics | Director | Current | Private |
| Incendia Therapeutics | Director | Current | Private |
| Adicet Bio | Director | Nov 2021–Aug 2024 | Public |
| Infinity Pharmaceuticals Inc. | Director | 2017–Jun 2020 | Public |
Board Governance
- Independence: Board determined Dr. Kauffman is independent under Nasdaq standards (all directors independent except former CEO Fowler and current CEO Kirk).
- Committees: Chair, Compensation Committee (2024 members: Kauffman (Chair), Cooper, Wallace; 5 meetings). Not on Audit or Nominating & Corporate Governance.
- Board leadership: Independent Chair (Graham Cooper).
- Meetings/attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Independent directors met in 4 executive sessions in 2024.
- Years of service on KZR Board: Since December 2016.
- Executive sessions: Quarterly executive sessions of independents; 4 in 2024.
Fixed Compensation
| Item | Amount/Detail | Source |
|---|---|---|
| Non-employee director annual base retainer | $40,000 cash | |
| Board Chair retainer | $70,000 cash | |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $8,000 | |
| Committee member retainers | Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $4,000 | |
| Clinical Strategy & Execution Committee member retainer | $10,000 | |
| 2024 Fees earned (Kauffman) | $60,000 |
Performance Compensation
| Equity Element | Grant Size (Policy) | Vesting | 2024 Value (Kauffman) |
|---|---|---|---|
| Initial option grant (upon joining Board) | 10,000 shares | Vests monthly over 3 years (service-based) | — |
| Annual option grant (each annual meeting) | 5,000 shares | Vests in full 12 months after grant (service-based) | — |
| 2024 Director option award (grant-date fair value) | — | — | $24,375 |
Notes:
- Director equity is service-based (time vesting); no performance metrics or TSR conditions are used for director equity at KZR.
Other Directorships & Interlocks
| Entity | Relationship/Interlock | Governance Note |
|---|---|---|
| Verastem Inc. | Current public company directorship since Nov 2012 | Potential information flow from oncology biotech ecosystem; no related-party transactions disclosed. |
| Adicet Bio; Infinity Pharmaceuticals | Prior public boards (Adicet Nov 2021–Aug 2024; Infinity 2017–Jun 2020) | Expansive board experience in biotech adjacent to KZR’s domain. |
| Shared prior employers with KZR’s CEO | Both Dr. Kauffman and KZR CEO Dr. Kirk worked at Onyx and Proteolix earlier in their careers | Network tie to CEO; not a related-party but a potential soft interlock to monitor for independence perceptions. |
Expertise & Qualifications
- Physician-scientist executive with M.D./Ph.D. and extensive late-stage development/biotech leadership (Karyopharm CEO; CMO roles at Onyx/Proteolix; operating roles at Millennium/Biogen).
- Board-certified in internal medicine and trained in rheumatology, aligned with KZR’s immunology focus.
- Longstanding public board service (Verastem since 2012).
Equity Ownership
| Holder | Shares Owned (Direct) | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Michael Kauffman, M.D., Ph.D. | 6,369 | 10,867 | 17,236 | <1% |
- Anti-hedging/pledging: Company policy prohibits short sales, hedging transactions, margin accounts, and pledging by directors. No pledging disclosed.
- Section 16 compliance: Company reports all required insider filings were timely in 2024 except a late Form 4 by another officer; no citation of delinquencies for Dr. Kauffman.
Governance Assessment
Strengths
- Independent director; chairs Compensation Committee; Board has independent Chair and holds regular executive sessions.
- Compensation Committee retains an independent consultant (Semler Brossy) and conducts annual market benchmarking; meets at least quarterly.
- Clear director pay policy with modest cash retainers and time-vested equity, aligning directors with shareholders without performance distortion.
Watch items / RED FLAGS
- 2024 Say-on-Pay support was 42% (materially low). Compensation Committee and Board acknowledged shareholder concerns regarding July 2023 option repricing without prior shareholder approval and indicated they will consider this feedback for any future repricing events. As Compensation Committee Chair, Dr. Kauffman will be central to addressing investor expectations.
- Historical shared employment ties with current CEO (Onyx/Proteolix) could raise independence perception risks; monitor committee rigor and continued responsiveness to shareholders.
Related-party and conflicts
- No related-party transactions involving Dr. Kauffman disclosed since Jan 1, 2023. Board has an established related-person transactions policy.
Director Compensation Summary (2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,000 |
| Option Awards (Grant-date Fair Value) | $24,375 |
| Total | $84,375 |
Board/Committee Activity (2024)
- Board meetings: 10; each incumbent director ≥75% attendance.
- Compensation Committee meetings: 5 (Kauffman served as Chair).
Shareholder Alignment Policies
- Clawback policy compliant with SEC/Nasdaq rules; applies to incentive compensation tied to financial reporting measures.
- Insider trading policy and prohibition on hedging/pledging applicable to directors.
- Independent consultant engaged for executive and director pay; peer analysis utilized.