Barbara Klencke
About Barbara Klencke
Barbara Klencke, M.D., age 67, has served as an independent Class III director of TScan Therapeutics (TCRX) since April 2023. A medical oncologist by training, she previously held senior development leadership roles at Sierra Oncology (Chief Medical and Chief Development Officer), Onyx Pharmaceuticals (SVP, Global Development), and Genentech, and was Assistant Professor of Medicine (Oncology) at UCSF. She holds a B.S. from Indiana University and an M.D. from UC Davis, with internal medicine and hematology/oncology training at UCSF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Oncology, Inc. | Chief Medical and Chief Development Officer | 2015–2023 | Led clinical development; company acquired by GSK in 2022 |
| Onyx Pharmaceuticals | SVP, Global Development | 2011–2015 | Led global oncology development (company acquired by Amgen in 2013) |
| Genentech, Inc. | Oncology programs leader | 2003–2011 | Led early- and late-stage oncology programs |
| UCSF | Assistant Professor of Medicine (Oncology) | 1995–2002 | Clinical research-focused academic role |
External Roles
| Company | Role | Start | End |
|---|---|---|---|
| Xencor, Inc. | Independent Director | Sep 2023 | — |
| ALX Oncology | Independent Director | Jan 2025 | — |
| Immune-Onc Therapeutics, Inc. | Independent Director | 2022 | — |
| eFFECTOR Therapeutics, Inc. | Independent Director | 2021 | 2024 |
| Lexent Bio | Independent Board Member | 2017 | 2020 (acquired by Foundation Medicine) |
Board Governance
- Independence: The board has determined all non-employee directors, including Dr. Klencke, are independent under Nasdaq and SEC rules; CEO Gavin MacBeath is the sole non-independent director .
- Committee assignments and chair roles:
- Audit Committee: Member (Chair: Katina Dorton); 5 meetings in 2024 .
- Compensation Committee: Member (Chair: Stephen Biggar); 4 meetings in 2024 .
- Nominating & Corporate Governance Committee: Not a member .
- Research & Clinical Development Committee: Chair; 5 meetings in 2024 .
- Attendance/Engagement: The full board met 4 times in 2024; each member attended ≥75% of board and applicable committee meetings (except Timothy Barberich prior to his June 2024 departure), indicating strong engagement by current members .
Fixed Compensation
- Policy schedule (non-employee director cash fees):
- Board member annual fee: $40,000
- Committee member annual fees: Audit $7,500; Compensation $6,000; Research & Clinical Development $5,000; Nominating $4,000
- Committee chair additional annual fees: same amounts as member fees (e.g., Audit Chair +$7,500; R&D Chair +$5,000) .
- Actual 2024 cash fees earned by Dr. Klencke: $63,500 (Board $40,000 + Audit $7,500 + Compensation $6,000 + R&D member $5,000 + R&D Chair $5,000) .
| Component | Amount ($) |
|---|---|
| Board retainer | $40,000 |
| Audit Committee member | $7,500 |
| Compensation Committee member | $6,000 |
| Research & Clinical Development Committee member | $5,000 |
| Research & Clinical Development Committee chair | $5,000 |
| Total cash fees (2024) | $63,500 |
Performance Compensation
- Annual director equity: Options to purchase 47,500 shares granted at each annual meeting; new directors receive 47,500 options at appointment. Vesting is in full upon the earlier of the first anniversary of grant or the next annual meeting .
- 2024 option awards (grant-date fair value) for Dr. Klencke: $307,073 .
- Outstanding options held as of 12/31/2024: 93,170 options .
- Performance metrics tied to director compensation: Not disclosed; director equity is service-vested, not performance-conditioned .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $37,060 | $63,500 |
| Option awards ($, grant-date fair value) | $84,681 | $307,073 |
| Total director compensation ($) | $121,742 | $370,573 |
| Outstanding stock options (year-end, #) | 45,670 | 93,170 |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Industry overlap | Current outside boards (Xencor, ALX Oncology, Immune-Onc) are oncology-focused, overlapping with TScan’s sector; no related-party transactions reported |
| Investor nomination rights | Baker Bros. nomination/registration rights terminated July 20, 2024, reducing potential investor influence; board independence maintained |
Expertise & Qualifications
- Deep oncology drug development leadership across Genentech, Onyx, Sierra; clinical research and academic credentials (UCSF) .
- Technical and clinical expertise aligns with TScan’s research focus, reflected in chair role of Research & Clinical Development Committee .
- Independent status and multi-company board experience strengthen governance bench .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Shares owned directly | 45,000 | Personal holdings |
| Shares held via trust | 25,000 | Klencke Huestis Trust; co-trustee with spouse |
| Options vested and exercisable within 60 days | 90,629 | As of April 30, 2025 |
| Total beneficial ownership | 160,629 | “<1%” of outstanding voting shares; exact % not disclosed |
Governance Assessment
- Board effectiveness: Strong technical leadership evidenced by Klencke’s chairship of the Research & Clinical Development Committee and active roles on Audit and Compensation; committee activity levels (five R&D meetings; five Audit; four Compensation in 2024) suggest substantive oversight .
- Independence and attendance: Independent director with ≥75% attendance, supporting investor confidence in oversight quality .
- Compensation alignment: Director pay is modest in cash ($63.5k) with equity options vesting on service, promoting alignment without performance risk-taking; notable YoY increase in option grant value in 2024 reflects program scale/valuation rather than guaranteed cash increases .
- Related-party/conflicts: No related-party transactions >$120k since Jan 1, 2024; Audit Committee pre-approves any related-person transactions, and insider trading policy addresses trading/pledging/hedging risks. No Section 16 filing issues disclosed for Dr. Klencke in 2024–2025 .
- Compensation committee practices: Independent committee membership (including Klencke), with use of an independent compensation consultant (FW Cook) in 2024 for equity plan modeling, indicating sound process controls .
RED FLAGS: None disclosed specific to Dr. Klencke. Potential industry overlap with outside oncology boards is noted but no related-party transactions or independence concerns were reported. Director equity awards are service-vested; no option repricing authority without shareholder approval under plan governance .