Micki Klearman, M.D.
Kezar Life SciencesAbout Micki Klearman, M.D.
Independent director of Kezar Life Sciences since June 2021; age 70; term expires in 2026. Board-qualified rheumatologist and internist with 20+ years of clinical practice and late-stage biopharma development experience. Education: B.S. Biology (Stanford), M.D. (Washington University School of Medicine); internal medicine residency and rheumatology fellowship at Barnes-Jewish Hospital/Washington University School of Medicine. Former Associate Group Medical Director – Immunology Development at Genentech (focused on RA and vasculitis) and prior 20 years in clinical practice at Barnes-Jewish Hospital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | Associate Group Medical Director – Immunology Development; various roles | 2007–2018 | Worked on medications to treat rheumatoid arthritis and vasculitis; immunology clinical development leadership |
| Barnes-Jewish Hospital at Washington University Medical Center | Rheumatologist and internist (clinical practice) | ~20 years (prior to 2007) | Clinical practice, patient care; rheumatology expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in KZR’s proxy |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq standards; all directors except the CEO Christopher Kirk and former CEO John Fowler were independent in 2024 .
- Board leadership: Independent Chair (Graham Cooper); separation of Chair and CEO promotes objective oversight; quarterly independent director executive sessions .
- Attendance: Board held 10 meetings in FY2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; independent directors held 4 executive sessions in 2024 .
- Say-on-Pay context: 2024 Say-on-Pay approval was 42%; investor feedback criticized July 2023 option repricing without shareholder approval; Board/Compensation Committee stated they will consider stockholder concerns for any future repricing (signal for governance responsiveness) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member (not Chair) | 1 |
| Audit | Not a member | 4 (committee total) |
| Compensation | Not a member | 5 (committee total) |
Fixed Compensation
- Non-employee director cash compensation policy: Annual base retainer $40,000; committee retainers (member): Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $4,000; committee chair retainers higher; Board Chair $70,000; Clinical Strategy & Execution Committee retainer $10,000 per member .
- 2024 fees earned by Dr. Klearman: $54,000 (cash) .
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 54,000 |
Performance Compensation
- Director equity program: Initial option to purchase 10,000 shares at appointment (vests monthly over 3 years); annual option to purchase 5,000 shares at each annual meeting (vests in full after 12 months); exercise price at grant-date fair market value .
- 2024 equity compensation for Dr. Klearman: Option awards grant-date fair value $24,375 .
| Equity Component | 2024 Value ($) | Vesting | Exercise Price Basis |
|---|---|---|---|
| Option awards (grant-date fair value) | 24,375 | As per director policy (initial monthly over 3 years; annual vests in 12 months) | Fair market value on grant date |
No director-specific performance metrics (e.g., TSR hurdles) disclosed for director equity; options align director pay with shareholder outcomes via equity sensitivity .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Klearman |
| Shared boards/interlocks with KZR competitors/suppliers/customers | None disclosed involving Dr. Klearman |
| Related-party transactions | None disclosed involving Dr. Klearman; Company noted related-party items unrelated to Dr. Klearman (e.g., historical registration rights for another director) |
Expertise & Qualifications
- Clinical and scientific expertise in rheumatology and immunology; direct experience with RA and vasculitis therapeutics .
- Biopharma development background from Genentech across immunology; capacity to evaluate clinical risk and program strategy .
- Education and training at Stanford and Washington University; rheumatology fellowship corroborates domain knowledge .
Equity Ownership
- Beneficial ownership (as of April 1, 2025): 13,900 shares (via options exercisable within 60 days); <1% ownership .
- Options outstanding at year-end 2024: 18,900 options .
- Hedging/pledging: Company policy prohibits short sales, options hedging, margin accounts, and pledging for directors (alignment safeguard) .
| Ownership Metric | Amount |
|---|---|
| Shares beneficially owned | 13,900; represents options exercisable within 60 days |
| Percent of shares outstanding | <1% |
| Options outstanding (12/31/2024) | 18,900 |
| Shares pledged as collateral | Prohibited by policy |
Governance Assessment
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Strengths:
- Independent director; medical and immunology development expertise directly relevant to KZR’s autoimmune programs; member of Nominating & Corporate Governance Committee supporting board composition and evaluation .
- Board structure with independent Chair and regular executive sessions enhances oversight quality .
- Compliance safeguards: insider trading policy and prohibition on hedging/pledging reduce misalignment risk .
-
Watch items:
- Equity alignment: beneficial ownership consists of options rather than direct share ownership; percent ownership <1%—skin-in-the-game appears limited versus direct shareholding .
- Say-on-Pay and option repricing: 42% approval in 2024 and prior option repricing without shareholder approval drew investor criticism; although Dr. Klearman is not on the Compensation Committee, board-wide accountability persists; monitoring future pay decisions and any repricing actions is prudent (Board/Comp Committee acknowledged feedback) .
- Attendance disclosure: only aggregate threshold disclosed (≥75% for incumbents); no director-specific attendance rate provided—cannot validate individual engagement beyond policy threshold .
-
Conflicts/related-party exposure: None disclosed for Dr. Klearman; no loans, related-party transactions, or tax gross-ups associated with her role; indemnification standard for directors applies .
RED FLAGS: Low 2024 Say-on-Pay approval (42%) and prior option repricing without shareholder approval represent governance concerns for investor confidence, even though Dr. Klearman is not on the Compensation Committee. Continued scrutiny of pay practices and responsiveness to shareholder feedback is warranted .