Barbara Klencke
XencorAbout Barbara J. Klencke
Barbara J. Klencke, M.D., age 67, joined Xencor’s board in September 2023 and is an independent director with over 20 years of biopharmaceutical product development leadership. She previously served as CMO/CDO at Sierra Oncology and senior development leader at Onyx Pharmaceuticals and Genentech; she trained and served on faculty at UCSF, and holds a B.S. from Indiana University and an M.D. from UC Davis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Oncology (GSK-acquired) | Chief Medical Officer; Chief Development Officer | Jun 2015–Dec 2023 | Built development org; led OJJAARA approval post acquisition |
| Onyx Pharmaceuticals | SVP Global Development | 2011–2015 | Led pipeline, including KYPROLIS approval; company acquired by Amgen |
| Genentech | Group Medical Director (oncology programs incl. KADCYLA, AVASTIN, TARCEVA) | 2003–2011 | Led product development strategies across early/late-stage programs |
| UCSF | Assistant Professor of Medicine (Oncology) | 1995–2002 | Clinical research; Internal Medicine and Hem/Onc training at UCSF |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TScan Therapeutics, Inc. (public) | Director | Apr 2023–present | Biopharma; oncology/immunology focus |
| ALX Oncology Holdings, Inc. (public) | Director | Jan 2025–present | Immuno-oncology |
| Immune-Onc, Inc. (private) | Director | Sep 2022–present | Private biopharma |
| Lexent Bio, Inc. | Director | Oct 2017–Jun 2020 | Concurrent with Sierra role |
Board Governance
- Independence: Board determined Dr. Klencke is independent under Nasdaq rules .
- Committees: Chair, Nominating & Corporate Governance (appointed Feb 19, 2025); Member, Research & Development . Footnote indicates she replaced Dagmar Rosa‑Bjorkeson as Audit Committee Chair on Feb 19, 2025; Audit membership updated Mar 13, 2025 to add Todd Simpson .
- Attendance: All directors attended all Board and committee meetings in 2024; Board met five times, each with executive session .
- Board leadership: Lead Independent Board Member is Dr. A. Bruce Montgomery; committee chairs report to Board regularly .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee member retainers | Audit $10,000; HCMCC $8,500; Nominating $6,500; R&D $7,500 | Paid to members; quarterly in arrears |
| Committee chair retainers | Audit $20,000; HCMCC $17,000; Nominating $13,000; R&D $15,000 | Paid to chairs |
| 2024 cash actually paid to Dr. Klencke | $57,500 | Reflects service/roles during 2024 |
Performance Compensation
| Item | Detail | Vesting/Terms |
|---|---|---|
| 2024 Option Award (grant-date fair value) | $139,337 | Term 10 years; Annual Grant options vest monthly over 12 months |
| 2024 Stock Award (RSUs) (grant-date fair value) | $127,562 | Annual RSUs vest in full after 12 months |
| Initial equity grant policy | $550,000 fair value (options) | 1/3 at 1-year; remainder monthly over next 24 months |
| Annual equity grant policy | $300,000 fair value (equal mix options/RSUs) | Options monthly over 12 months; RSUs one-year cliff |
| Change-of-control (director awards) | Full vesting of director equity upon change of control | As defined under the 2023 Plan |
| Clawback | Awards subject to company clawback policy and applicable rules | Plan-level clawback provisions |
| Non-employee director total comp cap | $750,000 per fiscal year (up to $1,500,000 in first year on Board) | A&R 2023 Plan limit |
No performance metrics (e.g., TSR, revenue growth) are disclosed for director equity; director equity grants are time-based, not performance-based .
Other Directorships & Interlocks
- Current public boards: TScan Therapeutics; ALX Oncology .
- Committee interlocks: Company discloses no compensation committee interlocks/insider participation; HCMCC comprises independent directors .
- Related-party transactions: None >$120,000 since Jan 1, 2024 (other than compensation arrangements), per related-person policy and disclosure .
Expertise & Qualifications
- Deep oncology/hematology development leadership (Genentech, Onyx, Sierra), with multiple drug approvals in prior roles .
- Education: B.S. Indiana University; M.D. UC Davis; Internal Medicine and Hematology/Oncology training and faculty at UCSF .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Options Outstanding | RSUs Outstanding |
|---|---|---|---|---|
| Barbara J. Klencke, M.D. | 31,028 | <1% | 52,041 | 5,986 |
| Citations |
Notes:
- Beneficial ownership includes options exercisable or RSUs vesting within 60 days of Feb 28, 2025; outstanding option/RSU table reflects positions at Dec 31, 2024 .
- Company policy prohibits hedging or pledging of company stock by directors and employees .
Governance Assessment
- Strengths:
- Independent status, 100% attendance, and leadership as Nominating & Corporate Governance Chair; active R&D committee membership, aligning with her clinical development expertise .
- Alignment features: time-based equity grants; clawback policy; prohibition on hedging/pledging; capped non-employee director compensation .
- No related-party transactions disclosed involving Dr. Klencke; indemnification consistent with market practice .
- Watch items / red flags for investor confidence:
- Company-level ICFR material weaknesses (royalty sale accounting; tax legislation evaluation; equity investment impairment), restatements of 2023 and 2024 quarters, and recall of prior auditor’s reports; Audit Committee dismissed RSM and appointed KPMG in 2025, placing higher scrutiny on audit oversight. Dr. Klencke’s referenced appointment as Audit Committee Chair (Feb 19, 2025) suggests enhanced board involvement, though committee membership changed shortly thereafter (Mar 13, 2025). Monitoring remediation effectiveness is key .
- Director equity fully accelerates upon change of control, which can be viewed as less performance-contingent for directors compared with double-trigger constructs; however, company discloses broader plan safeguards (no repricing without shareholder approval, no excise tax gross-ups) .