Richard Klausner

About Richard Klausner

Richard “Rick” D. Klausner, M.D., is Lyell Immunopharma’s founder and current Chair of the Board; he previously served as CEO (Sept 2018–Jul 2020) and Executive Chairman (Aug 2020–Oct 2021). He is 73 years old, has served on the Board since September 2018, and holds an M.D. from Duke and a B.S. from Yale. The Board classifies him as independent under the Nasdaq Listing Rules despite his founder status. Core credentials include prior leadership as Director of the U.S. National Cancer Institute (NCI), senior roles at Illumina, and founding roles at Juno Therapeutics and GRAIL, signaling deep scientific, translational oncology, and company-building expertise .

Past Roles

External Roles

Board Governance

• Role: Chair of the Board; sets agendas, presides over meetings, and helps shape Board work; Catherine Friedman serves as Lead Independent Director with authorities over executive sessions, agendas for independent directors, and CEO evaluation/succession .
• Independence: The Board determined all directors other than the CEO (Dr. Seely) are independent under Nasdaq rules; Dr. Klausner is therefore deemed independent .
• Committees: No current committee assignments (not listed on Audit, Compensation, or Nominating & Corporate Governance in 2024) .
• Attendance: Board met 8 times in 2024; all current directors except Mr. Nelsen attended at least 75% of Board and committee meetings (Dr. Klausner thus met the 75% threshold). Independent directors typically meet in executive session outside management presence .
• Conflict management: Dr. Klausner recused himself from certain Board and committee discussions on Lyell’s T‑cell rejuvenation technology due to his affiliation with Altos Labs, indicating active conflict‑mitigation practices .

Fixed Compensation

Notes: Actual 2024 cash fees reflect pro‑rating and timing under the updated policy .

Performance Compensation

Policy specifics: Annual grant equals the lesser of options with $300,000 Black‑Scholes value or 130,000 shares; initial appointment grants use the lesser of $500,000 Black‑Scholes value or 260,000 shares; all subject to service; full acceleration for non‑employee directors upon change of control .

Other Directorships & Interlocks

• Current public company boards: Not disclosed for Dr. Klausner; his current board roles cited are at private companies (e.g., Sonoma Biotherapeutics, LifeMine, Parabilis Medicines, Ohalo Genetics) .
• Prior public company boards/roles: Founder and Director at Juno Therapeutics (public at time), and founder/director at GRAIL (later acquired/divested). Senior executive roles at Illumina (public) .
• Interlocks/potential conflicts: Milky Way Investments Group Limited is a 6.8% beneficial owner of Lyell; Dr. Klausner is Managing Partner of Milky Way Investments (see Equity Ownership). Company discloses no related‑person transactions requiring Item 404(a) disclosure since Jan 1, 2023 beyond those set forth (none listed for him) .

Expertise & Qualifications

• Scientific/medical: Cell and molecular biology; oncology leadership via NCI Directorship and multiple biotech founding roles .
• Industry leadership: Founding/translational roles at Juno, GRAIL; senior operating experience at Illumina; extensive board leadership in biotech .
• Governance: Experienced Board Chair and founder; independent status affirmed; not designated as an “audit committee financial expert” (those are Friedman, Rieflin, Nabel) .

Equity Ownership

Governance Assessment

• Board effectiveness and engagement: As Chair, Klausner influences agendas and oversight while a Lead Independent Director balances governance by running executive sessions and CEO evaluation. Attendance met the ≥75% standard in 2024 for all current directors except Mr. Nelsen, and independent sessions occur routinely—supportive signals for process quality .
• Independence and conflicts: Despite founder status and prior executive roles, the Board determined Klausner independent under Nasdaq rules. Notably, he proactively recused himself from discussions related to Lyell’s T‑cell rejuvenation technology owing to Altos Labs affiliations—transparent conflict management. Absence of related‑party transactions requiring disclosure since 2023 further mitigates conflict risk .
• Compensation and alignment: 2024 director pay for Klausner is equity‑heavy (options) under a standard, time‑based vesting program with single‑trigger acceleration on change of control. His substantial beneficial ownership (4.0%) and option position align incentives with shareholders, though size partly reflects founder/executive legacy grants. Company policy bans hedging and pledging, supporting alignment .
• Risk indicators: The company is pursuing a reverse split to regain Nasdaq minimum bid compliance (bid‑price deficiency notice in January 2025), a broader company‑level capital markets risk rather than director‑specific; governance disclosures around this and board leadership structure are clear. The company repriced certain options in 2023 (management equity), but this disclosure sits in executive compensation, not director awards; no director‑specific repricing is disclosed for 2024 .

RED FLAGS to monitor:

• Founder‑Chair dynamic can compress perceived independence despite formal designation; continued reliance on Lead Independent Director and recusals is key .
• Potential perceived interlock via Milky Way Investments’ 6.8% stake and his Managing Partner role, though no related‑party transactions are disclosed; continued Audit Committee oversight remains important .

Appendix: Committee Snapshot (FY 2024)

All citations: .