Tim Kutzkey
About Tim Kutzkey
Tim Kutzkey, Ph.D., age 49, is an independent Class I director nominee of Surrozen (SRZN). He served on the Board from April 2016 to June 2024, was reappointed on March 26, 2025, and previously served as interim CEO from inception to April 2018. He is Managing Partner at The Column Group (TCG) since 2007 (venture capital) and was a scientist at Kai Pharmaceuticals earlier in his career; he earned a Ph.D. in Molecular & Cell Biology (UC Berkeley) and a B.S. in Biological Sciences (Stanford). If elected at the 2025 Annual Meeting, he is slated for a term expiring at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surrozen, Inc. | Interim Chief Executive Officer | Inception – April 2018 | Early-stage leadership and continuity; later long-tenured director. |
| Surrozen, Inc. | Director | Apr 2016 – Jun 2024; Reappointed Mar 26, 2025 | Historical Chair, Nominating & Corporate Governance Committee (resigned Jun 30, 2024). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Column Group (TCG) | Managing Partner | 2007 – Present | Senior investment leadership; TCG is a >5% SRZN holder. |
| Nura Bio, Inc. | Chairman of the Board | Not disclosed | Nura Bio subleased ~6,102 sq ft from SRZN at ~$35,000/mo; related-party oversight sensitivity. |
| Various private biotech companies | Director | Not disclosed | Portfolio company governance in life sciences. |
Board Governance
- Committee assignments and roles: Historically chaired the Nominating & Corporate Governance Committee; resigned as a director and as chair effective June 30, 2024, and was reappointed to the Board on March 26, 2025. Current Nominating & Corporate Governance Committee members are Mace Rothenberg (Chair), Christopher Chai, and Anna Berkenblit; Kutzkey is not listed as a current member following reappointment.
- Independence: The Board determined all directors other than CEO Craig Parker are independent under Nasdaq standards; this includes Kutzkey.
- Attendance and engagement: In 2024 the Board met 10 times. All directors met the 75% attendance threshold except Kutzkey, who attended 3 of 5 (60%) Board meetings during his tenure; he was recused from one meeting due to a related-party TCGFB collaboration discussion, and had he attended before recusing, attendance would have been 80%.
- Board structure and leadership: Board has 9 directors, is classified (three classes). Chair (David Woodhouse) and CEO roles are separated; the Board holds executive sessions of non-management directors regularly, and independent-only sessions at least twice per year.
- Election status: Nominated as a Class I director for a term expiring at the 2028 Annual Meeting, subject to stockholder approval at the 2025 meeting.
Fixed Compensation
- Director pay policy: Annual cash retainer $35,000; Chair of Board additional $30,000; committee fees—Audit Chair $15,000, Audit member $7,500; Compensation Chair $10,000, Compensation member $5,000; Nominating & Governance Chair $8,000, member $4,000; paid quarterly, prorated for partial service. Initial equity: options for 2,666 shares; annual equity: options for 1,333 shares; options priced at fair market value, 10-year term; initial grant vests monthly over 36 months, annual grant vests at one year; full vesting on Change of Control for continuing directors.
| 2024 Director Compensation (Non-Employee) | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Tim Kutzkey, Ph.D. | 21,500 | 11,004 | 32,504 |
Notes: As of Dec 31, 2024, Kutzkey held no outstanding director option awards (others generally held 3,999–5,332 options).
Performance Compensation
- 2024 equity grant program: In June 2024, each director received a nonstatutory stock option for 1,333 shares at a $11.00 exercise price, vesting fully on the one-year anniversary; ASC 718 grant-date fair value recognized for 2024 in the table below. No performance-based metrics (TSR/revenue/EBITDA) are disclosed for director equity; grants are time-based.
| Equity Grant Detail (2024) | Grant Date | Award Type | Shares/Units | Exercise Price | Vesting | Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual Director Grant | June 2024 | Stock Option | 1,333 | $11.00 | 100% on 1-year anniversary | 11,004 (ASC 718) |
Other Directorships & Interlocks
| Entity | Nature of Relationship | Kutzkey Role | Relationship to SRZN | Quantitative Detail |
|---|---|---|---|---|
| The Column Group (affiliates) | >5% SRZN holder; private placement participant | Managing Partner | Capital provider; related party | April 2024: purchased 193,548 shares + warrants; several warrant repricings in Mar 2025. |
| The Column Group (affiliates) | March 2025 financing (two tranches) | Managing Partner | Capital provider; related party | Tranche 1: 1,034,482 shares at $11.60 + 517,241 Series E warrants (exercise $11.54); Tranche 2: 1,551,724 shares at $11.60 + 775,862 Series E warrants. |
| TCGFB, Inc. | SRZN research collaboration | Managing Partner at TCG (founder/controller of TCGFB) | Related-party services agreement | Up to $6.0m payments to SRZN + warrant for up to 3.4m TCGFB shares at $0.0001, over up to two years. |
| Nura Bio, Inc. | Sublease of SRZN space | Chairman | Related-party sublease | ~6,102 sq ft; ~$35,000/mo; $0.4m sublease income recognized in 2024. |
Expertise & Qualifications
- Scientific and venture expertise: Ph.D. in molecular and cell biology (UC Berkeley); B.S. in biological sciences (Stanford). Managing Partner at a top-tier biotech venture firm since 2007; service on multiple private biotech boards; prior scientist experience at Kai Pharmaceuticals. The Board cites his scientific training and board experience as qualifications.
- Age and tenure profile: Age 49; long SRZN board tenure with reappointment in 2025 (prior service 2016–2024) provides historical knowledge during strategic transitions.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Tim Kutzkey, Ph.D. | 1,225,272 | 33.15% | Reflects securities held by TCG III, LP and TCG III‑A, LP; TCG III GP is GP; Kutzkey (with others) as Managing Partner may be deemed to share voting/investment power; disclaims except to pecuniary interest. |
Additional alignment and restrictions:
- Anti-hedging/pledging: Insider Trading Policy prohibits short sales, options, hedging, margin, and pledging by directors and officers—reducing misalignment/pledge risk.
- Options/awards outstanding: Kutzkey had no outstanding director options as of Dec 31, 2024 (versus most peers with 3,999–5,332).
Governance Assessment
-
Strengths and positive signals
- Independence affirmed by the Board; Chair/CEO roles separated; regular executive sessions (including independent-only) support oversight quality.
- Significant skin-in-the-game through affiliated ownership (~33% beneficial) aligns interests with shareholders in outcomes.
- Appropriate recusals on related-party matters (TCGFB discussion) demonstrate process awareness.
-
Risk indicators and RED FLAGS
- RED FLAG: Multiple related-party transactions with entities tied to The Column Group (financings; research collaboration; facility sublease) require ongoing rigorous audit committee review for pricing/fairness and disclosure.
- Attendance: Below 75% Board attendance in 2024 (60% during tenure), albeit due to a recusal; nonetheless below the typical governance threshold.
- Ownership concentration: Large affiliated stake could amplify influence; Board independence processes must remain robust.
-
Compensation structure observations
- Director pay relies on modest cash retainers and time-vested options (no performance metrics), with full vesting on change-of-control—standard but can create transaction incentives; no meeting fees disclosed.
-
Committee composition and succession
- Historical chair role (Nominating & Governance) indicates governance leadership experience; after his mid‑2024 resignation, the committee leadership shifted to Mace Rothenberg (Chair) with two independent members (Chai, Berkenblit), preserving independence.
Fixed Compensation (Policy Detail)
| Component | Amount/Term | Notes |
|---|---|---|
| Annual Board retainer | $35,000 | Paid quarterly; prorated for partial service. |
| Chair of Board retainer | $30,000 | Additional to Board retainer. |
| Audit Chair / Member | $15,000 / $7,500 | Annual. |
| Compensation Chair / Member | $10,000 / $5,000 | Annual. |
| Nominating & Governance Chair / Member | $8,000 / $4,000 | Annual. |
| Initial equity (new director) | Options for 2,666 shares | 10-year term; FMV strike; 36 monthly vesting. |
| Annual equity (continuing) | Options for 1,333 shares | 10-year term; FMV strike; 1-year cliff. |
| Change of Control | Full vest of unvested director options | For directors in continuous service until immediately prior to closing. |
Performance Compensation (Equity Detail for 2024)
| Director | Award Type | Grant Timing | Shares | Exercise Price | Vesting | ASC 718 Fair Value ($) |
|---|---|---|---|---|---|---|
| Tim Kutzkey, Ph.D. | Stock Option | June 2024 | 1,333 | $11.00 | 100% on one-year anniversary | 11,004 |
Other Directorships & Interlocks
- No public company directorships were disclosed for Kutzkey in the past five years; he serves on several privately-held biotech boards (see Nura Bio chair role above).
- Column Group-affiliated financings (April 2024; March 2025 two-tranche financing) and the TCGFB collaboration reflect deep investor sponsorship but elevate conflict scrutiny needs.
Equity Ownership
- Beneficial ownership: 1,225,272 shares (33.15% of shares outstanding as of March 19, 2025), attributed to TCG III and TCG III‑A; Kutzkey is a Managing Partner of the GP and may be deemed to share voting/investment power (disclaims except to pecuniary interest).
- Anti‑hedging/pledging: Policy prohibits hedging and pledging by directors; no pledges disclosed.
Governance Assessment (Bottom Line)
- Overall, Kutzkey brings strong scientific and venture governance expertise and significant ownership alignment; independence is affirmed and recusal practices are documented. However, investors should monitor related-party transactions (TCGFB, Nura Bio sublease, Column Group financings) and ensure the audit/independent committees maintain rigorous oversight; attendance fell below 75% in 2024 due to recusal.