Kimberlee Drapkin
About Kimberlee C. Drapkin
Independent director (Class III) at LENZ since 2023; age 57. Former interim President & CEO of Graphite Bio (Aug 2023 through the March 21, 2024 closing of the LENZ merger). Career finance leader with >25 years in biotech/pharma; B.S. in accounting from Babson College. Currently serves on four public company boards and is an audit committee member at each.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphite Bio, Inc. | Interim President & Chief Executive Officer | Aug 21, 2023 – Mar 21, 2024 (through merger close) | Led transition to LENZ merger |
| Jounce Therapeutics, Inc. | Chief Financial Officer | Aug 2015 – May 2023 | Built financial infrastructure; company acquired by Concentra Biosciences |
| EPIX Pharmaceuticals, Inc. | Chief Financial Officer | Not disclosed | Finance leadership |
| Millennium Pharmaceuticals, Inc. | Finance roles of increasing responsibility | 10 years | Finance leadership |
| PwC (Technology & Life Sciences practice) | Early career | Not disclosed | Audit/assurance foundation |
| Financial consulting firm (owner) | Interim CFO for early-stage biotechs | Not disclosed | Strategic finance advisory |
External Roles
| Company | Ticker | Role | Committees |
|---|---|---|---|
| Acumen Pharmaceuticals, Inc. | ABOS | Director | Audit Committee member |
| Imugene Limited | IMU (ASX) | Director | Audit Committee member |
| Kineta, Inc. | KA | Director | Audit Committee member |
| Climb Bio, Inc. | CLYM | Director | Audit Committee member |
| Prior: Proteostasis → Yumanity (reverse merger to Kineta) | — | Director (prior) | Board transitions through M&A |
Board Governance
- Board classification and term: Class III; director since 2023; term expiring at 2025 annual meeting; nominated for re-election to serve until 2027.
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not a committee chair.
- Independence: Board determined Ms. Drapkin is independent under Nasdaq rules; six of seven directors are independent.
- Attendance: Following the merger through Dec 31, 2024, the board held 6 meetings; each director attended at least 75% of combined board and committee meetings for their service period.
- Executive sessions: Non-employee directors meet in executive session at least twice a year.
- Committee activity: Audit (4 meetings), Compensation (2), Nominating & Governance (1) in the post-merger period.
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Director annual cash retainer | $40,000 per year (paid quarterly, prorated) |
| Compensation Committee member retainer | $6,000 per year |
| Nominating & Governance Committee member retainer | $5,000 per year |
| 2024 director cash fees actually paid (post-merger portion) | $39,791 (included within her 2024 “Salary” line as fees for non-employee director service) |
| 2024 salary as interim CEO (pre-merger portion) | $123,750 |
Notes: Chair retainers (not applicable to Drapkin) include: Board Chair $30,000; Audit Chair $15,000; Compensation Chair $12,000; Nominating Chair $10,000. Members do not receive both chair and member retainers for the same committee.
Performance Compensation
| Item | Terms / Metrics | 2024 Amount |
|---|---|---|
| Director option award (for service as non-employee director) | Award pursuant to Outside Director Compensation Policy; grant-date fair value reported under “Option awards” | $333,804 (grant-date fair value) |
| Director equity policy – Initial Award | 27,000 options; vests monthly over 36 months (subject to service) | Policy terms (dollar value varies by grant-date) |
| Director equity policy – Annual Award | 13,500 options after each annual meeting; vests fully in 1 year (subject to service) | Policy terms |
| Change-in-control (directors) | Full acceleration of outstanding director equity immediately prior to a change in control (subject to service) | Policy terms |
| Transaction bonus under Graphite offer letter | $200,000 if definitive agreement for a Strategic Transaction executed within 3 months of Aug 21, 2023 | $200,000 (paid per offer letter) |
| Severance under Graphite offer letter | $400,000 upon termination without cause upon/within 12 months after closing of a Strategic Transaction (including the LENZ merger), subject to release | $400,000 |
Clawbacks and hedging:
- Compensation recovery (clawback) policy adopted March 21, 2024; applies to incentive compensation upon certain accounting restatements.
- Insider trading policy prohibits hedging, short sales, derivative trading in LENZ securities, pledging, and margin accounts for directors and employees.
Other Directorships & Interlocks
| Person/Entity | Relationship to LENZ | Interlock/Notes |
|---|---|---|
| Kimberlee Drapkin | Member, Compensation Committee | Committee interlocks: none. Disclosure notes she served as interim CEO of Graphite until immediately prior to merger. |
| External boards (ABOS, IMU, KA, CLYM) | Unaffiliated public companies | Audit committee member at each; no related-party transactions disclosed with LENZ. |
Expertise & Qualifications
- Finance and capital markets: Former CFO at multiple biopharmas (Jounce, EPIX) and finance leadership at Millennium; started at PwC; >25 years across public/private biotech.
- Governance/oversight: Audit committee service at four public companies; current LENZ committee roles in Compensation and Nominating & Governance.
- Transaction leadership: Led Graphite through strategic transaction culminating in LENZ merger.
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 18,938 shares (consists of options exercisable within 60 days of April 14, 2025) |
| Ownership as % of outstanding | Less than 1% (based on 27,544,520 shares outstanding) |
| Vested vs. unvested | Footnote indicates options exercisable within 60 days; additional vesting not detailed in ownership table |
| Shares pledged as collateral | Prohibited by company policy |
Governance Assessment
-
Positives
- Independent status with meaningful finance and audit oversight experience; currently serves on audit committees at four public companies, supporting board financial literacy.
- Active committee roles (Compensation; Nominating & Governance) align with her background; board reports robust committee charters and meeting cadence.
- Strong shareholder-alignment policies: director equity program; change-in-control double-trigger-like protection for directors; anti-hedging/anti-pledging; Dodd-Frank-compliant clawback.
-
Watch items / potential red flags
- Multi-board load: Simultaneous service on four public-company boards may raise time-commitment considerations for investors.
- Optics of transition compensation: Received $200,000 transaction bonus and $400,000 severance as interim CEO at Graphite immediately prior to becoming a LENZ non-employee director; while disclosed and contractual, investors may scrutinize pay-for-transaction alignment.
- Ownership alignment: Beneficial ownership is <1% and comprised of options exercisable within 60 days; while typical for small-cap biotech directors, absolute holdings are modest.
-
Attendance and engagement
- All directors met the ≥75% threshold for 2024 board/committee meetings; board held 6 meetings post-merger with active committee schedules, indicating baseline engagement.