Kenneth Hillan
SANGAMO THERAPEUTICSAbout Kenneth J. Hillan
Kenneth J. Hillan, M.B., Ch.B., age 64, has served as an independent director of Sangamo Therapeutics (SGMO) since September 2020. He is a physician–scientist and seasoned biotech operator, formerly Head of Therapeutics and then Chief Therapeutics Officer at 23andMe (2019–Aug 2023), CEO and later President/President of R&D at Achaogen (2011–2018), and a long-time R&D leader at Genentech and Roche in APAC; he holds an M.B. Ch.B. from the University of Glasgow . His current public board service includes Zymeworks, Inc.; prior public board roles include Relypsa, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 23andMe Holding Co. | Head of Therapeutics; Chief Therapeutics Officer | Feb 2019–Feb 2022; Feb 2022–Aug 2023 | Led therapeutics strategy buildout |
| Achaogen, Inc. | CEO; President & President of R&D; Director | CEO Oct 2011–Dec 2017; President/R&D Jan–Oct 2018; Director Oct 2011–Oct 2018 | Public biotech operator experience |
| Genentech, Inc. | Multiple R&D leadership roles (SVP Clinical Dev – Inflammation; VP ITGR; VP Development Sciences; VP Research Ops & Pathology) | 1994–2011 | Led medical/scientific strategy for ITGR portfolio |
| Roche (Asia-Pacific) | SVP & Head, Clinical Development and Product Development Strategy (Shanghai) | Not disclosed | Global clinical development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zymeworks, Inc. | Director (public) | Current | Public biotech board experience |
| Relypsa, Inc. | Director (public) | Jun 2014–Sep 2016 | Board through acquisition by Galenica AG |
Board Governance
- Committee assignments: Compensation Committee member; not Chair. He is not listed on the Audit or Nominating & Corporate Governance Committees .
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Hillan is independent .
- Attendance and engagement: The Board met 24 times in 2024; each director attended ≥75% of aggregate Board and committee meetings. Eight of nine directors attended the 2024 annual meeting (virtual) .
- Board leadership: Independent Chair (H. Stewart Parker) separate from CEO; independent directors hold regular executive sessions without management .
Fixed Compensation
| Item | 2024 Amount/Policy |
|---|---|
| Fees Earned or Paid in Cash (Hillan) | $59,375 |
| Annual Board Retainer (non-employee) | $40,000 (unchanged since 2014) |
| Committee Membership Retainers | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000 |
| Committee Chair Retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $10,000 |
| Meeting Fees | Per-meeting fee if >10/yr: $1,000 in-person / $500 virtual; waived by Board for 2024 |
Performance Compensation
| Grant | Date | Instrument | Shares/Terms | Valuation/Price | Vesting |
|---|---|---|---|---|---|
| Annual Director Grant | Jun 4, 2024 | Stock Options | 50,000 options | Exercise price $0.57; grant date fair value $19,885 | 12 equal monthly installments following grant |
| Annual Director Grant | Jun 4, 2024 | RSUs | 25,000 RSUs | Grant date fair value $14,190 | Fully vests on 1st anniversary or day prior to next AGM |
| CIC/Hostile Takeover Acceleration | Policy | Options/RSUs | Immediate full vesting upon death/disability or upon change in control/hostile takeover | — | Subject to continuous service through event |
- Performance metrics: Director equity awards are time-based (no performance conditions); the Automatic Grant Program prescribes fixed option/RSU grants with time-based vesting and CIC acceleration .
Other Directorships & Interlocks
| Company | Relationship to SGMO | Notes |
|---|---|---|
| Zymeworks, Inc. | Unaffiliated public biotech | Hillan is a current director; no interlocks with SGMO disclosed . |
| Relypsa, Inc. (past) | Unaffiliated public biotech | Past directorship; acquired by Galenica AG in 2016 . |
Expertise & Qualifications
- Therapeutic development leadership across Genentech/Roche, Achaogen, and 23andMe; deep R&D/clinical strategy experience including APAC .
- Public-company C‑suite and board governance experience (Achaogen CEO; current Zymeworks director; prior Relypsa) .
- Medical training (M.B. Ch.B., University of Glasgow) supports scientific oversight on the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 223,750; <1% of outstanding as of Apr 17, 2025 |
| Options Exercisable within 60 Days | 149,150 shares |
| RSUs Vesting within 60 Days | 25,000 shares |
| Options Held (12/31/2024) | 149,150 shares |
| RSUs Held (12/31/2024) | 25,000 shares |
| Shares Outstanding (Reference) | 229,192,802 as of Apr 17, 2025 |
| Hedging/Pledging | Company policy prohibits hedging, short sales, and pledging/margin; directors may not pledge SGMO stock |
| Ownership Guidelines | Not disclosed for directors in the proxy |
Insider Trades
| Date (Filing) | Transaction Date | Type | Quantity/Terms | Price/Value | Notes |
|---|---|---|---|---|---|
| Jun 6, 2024 (Form 4) | Jun 4, 2024 | RSU grant (annual) | 25,000 RSUs | $14,190 grant-date fair value | Vests on 1-year anniversary or day before next AGM; see Form 4 and proxy |
| Jun 6, 2024 (Form 4) | Jun 4, 2024 | Option grant (annual) | 50,000 options | $0.57 exercise; $19,885 grant-date fair value | Vests in 12 equal monthly installments; 10-year term |
| Jun 16, 2025 (Form 4) | Jun 12, 2025 | Annual director grant (details per Form 4) | Not specified in proxy | — | Annual Form 4 filed reflecting director grant timing |
Governance Assessment
- Positives
- Independence and active oversight: Independent director, serving on the Compensation Committee; Board has independent Chair and holds executive sessions without management . Attendance met or exceeded 75% threshold amid 24 Board meetings in 2024, indicating engagement .
- Alignment features: Modest director cash pay and equity awards; equity is largely at-risk via options/RSUs and subject to a company-wide clawback policy and strict anti-hedging/pledging policy .
- Cost discipline: Meeting fees for sessions beyond 10 per year were waived in 2024, signaling sensitivity to shareholder dilution/costs .
- Watch items / potential red flags
- Low ownership: Beneficial ownership is <1%, which may limit “skin in the game” signaling versus higher on-board stakes, though time-based equity continues to accrue .
- Bankruptcy associations: 23andMe filed Chapter 11 in Mar 2025 (post-tenure) and Achaogen filed Chapter 11 in Apr 2019 (post-CEO tenure but within his overall service window); not misconduct findings, but these histories may attract investor scrutiny .
- Equity acceleration: Automatic full acceleration of director equity upon change in control/hostile takeover can be perceived as a takeover defense incentive; common in biotech, but investors may seek clarity on alignment .
Notes on conflicts/related parties: The proxy includes the Audit Committee’s related-party transaction oversight policy; no specific related-party transactions involving Dr. Hillan are disclosed in the filing .