James McCollum
About James McCollum
Independent Class I director of LENZ Therapeutics; age 70; director since March 2024. Co‑founder of LENZ OpCo (served on LENZ OpCo board from 2013 through the merger) and former President & CEO of LENZ (2016–2021). Holds a B.A. in Business from North Carolina State University. Board has affirmatively determined he is independent under Nasdaq rules; nominated for a term through the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LENZ Therapeutics (OpCo) | Co‑founder; Director | 2013–2024 (through merger close) | Founding director; deep knowledge of strategy |
| LENZ Therapeutics (OpCo) | President & CEO | Sep 2016–Mar 2021 | Led company through development phase |
| Eye Therapies, LLC | President & CEO | Sep 2014–Sep 2016 | Ocular pharma leadership |
| Restoration Robotics | President & CEO | Not disclosed | Medical robotics leadership |
| Vision Membrane Technologies | President & CEO | Not disclosed | Intraocular lens med‑device leadership |
| Argus Biomedical | President & CEO | Not disclosed | Artificial cornea med‑device leadership |
| VISX, Incorporated | SVP, Worldwide Marketing & Sales | Earlier career (dates not disclosed) | Commercial leadership in laser vision correction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company directorships disclosed in the proxy . |
Board Governance
- Committee assignments: Not a member of Audit, Compensation, or Nominating & Corporate Governance (current members listed do not include McCollum) .
- Independence: Board determined McCollum and five other directors are independent; CEO is not independent .
- Attendance: After the merger through Dec 31, 2024, the board held 6 meetings; each director attended at least 75% of board and committee meetings .
- Board leadership: Roles separated; Jeff George serves as independent Chair .
- Executive sessions: Non‑employee directors meet in executive session at least twice per year .
- Risk oversight: Audit committee oversees financial, cybersecurity, legal/regulatory compliance; compensation committee oversees comp risk .
- Hedging/pledging: Directors prohibited from hedging or pledging company stock .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 per year | Paid quarterly, prorated |
| Audit Committee — Chair | $15,000 per year | Chair receives chair fee only |
| Audit Committee — Member | $7,500 per year | — |
| Compensation Committee — Chair | $12,000 per year | — |
| Compensation Committee — Member | $6,000 per year | — |
| Nominating & Corporate Governance — Chair | $10,000 per year | — |
| Nominating & Corporate Governance — Member | $5,000 per year | — |
| McCollum — Cash fees actually earned (FY2024) | $31,209 | Reflects partial year service post‑merger |
Performance Compensation
| Award Type | Shares | FY2024 Grant Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial Outside Director Option Award | 27,000 | $333,804 | 36 equal monthly installments over 36 months, subject to continued service | None disclosed (time‑based vesting) |
| Annual Outside Director Option Award | 13,500 per year (prorated first year) | Not disclosed | Vests in full on first anniversary, subject to continued service | None disclosed (time‑based vesting) |
| Change in Control treatment (directors) | N/A | N/A | Full vesting of outstanding director equity immediately prior to change in control, subject to service through change | N/A |
Notes:
- Options under the 2024 Equity Incentive Plan must have exercise price at least equal to fair market value on grant date; specific strike price for McCollum’s award not disclosed .
- Outside director annual aggregate cap: $750,000 ($1,000,000 in initial year) .
Other Directorships & Interlocks
- No current external public company boards disclosed for McCollum; his fellow LENZ directors include executives and investors with roles at other biopharma companies (e.g., RA Capital principal Zach Scheiner; Chair Jeff George) which may facilitate industry information flow .
- March 2024 PIPE: McCollum Living Trust purchased 16,633 shares; RA Capital entities and Alpha Wave Ventures also participated, indicating investor interlocks through financing activities .
Expertise & Qualifications
- Deep operating experience across ophthalmology pharmaceuticals and medical devices; prior CEO roles at multiple companies; commercial leadership at VISX .
- Brings company‑specific knowledge as co‑founder and prior LENZ CEO .
- Education: B.A. in Business, North Carolina State University .
Equity Ownership
| Item | Quantity | Percent of Outstanding | Details |
|---|---|---|---|
| Total beneficial ownership | 637,674 shares | 2.3% (based on 27,544,520 shares) | — |
| Common stock (direct, received in merger then transferred to trust) | 95,034 shares | — | Transferred to McCollum Living Trust |
| McCollum Living Trust — merger shares | 477,600 shares | — | Trustee is James McCollum |
| McCollum Living Trust — warrants | 6,575 shares subject to warrants | — | — |
| McCollum Living Trust — PIPE purchase (Mar 2024) | 16,633 shares | — | Subscription at $15.0299/share |
| Open market purchases | 31,332 shares | — | — |
| Options exercisable within 60 days | 10,500 shares | — | Director options |
Policy alignment and protections:
- Hedging/pledging prohibited for directors .
- Clawback policy effective March 21, 2024 covering incentive compensation in case of accounting restatement (exec officers; director cash retainers and options are outside typical “incentive” scope) .
Governance Assessment
- Independence and attendance: McCollum is classified as independent by the board; directors met attendance thresholds (≥75%); governance framework includes regular executive sessions and separated Chair/CEO roles—supports investor confidence .
- Alignment: Meaningful ownership at 2.3% and additional open‑market and PIPE purchases signal skin‑in‑the‑game; hedging/pledging prohibition further aligns interests .
- Committee roles: Not serving on key committees (Audit, Compensation, Nominating) concentrates his contribution on strategic oversight rather than committee governance; current committee compositions meet independence and financial literacy requirements .
- Compensation structure: Director pay is modest cash plus time‑vested options; no performance‑linked metrics for director equity; change‑in‑control provides full vesting to ensure continuity—standard, but investors should monitor aggregate director equity caps and dilution over time .
- Related‑party exposure: McCollum Living Trust’s participation in LENZ OpCo Series B (pre‑merger) and the March 2024 PIPE is disclosed and subject to the company’s related‑party policies; audit committee reviews RPTs—no adverse findings disclosed .
- EGC status: Company is an emerging growth company and smaller reporting company; exempt from say‑on‑pay and certain disclosure attestation—reduces shareholder advisory signals to monitor; governance policies (clawback, RPT policy) partially offset .
RED FLAGS and watch items:
- Founder‑director with significant ownership may present potential conflicts in strategic decisions; board has assessed independence, but investors should monitor RPTs and voting dynamics over time .
- No performance metrics tied to director equity; while typical, it reduces pay‑for‑performance signaling at the board level .
Overall: McCollum brings domain and company‑specific expertise with substantial aligned ownership. Absence from key committees limits direct influence on audit/comp governance, but independence, attendance, and prohibitions on hedging/pledging support governance quality amid standard director equity practices .