$150,000 Buyout at Stem Cell Agency in Management Shuffle

Even minor reorganization of an enterprise can come at a price. At the California stem cell agency, rejiggering its financial management generated a $150,000 buyout for the vice president of operations.

The payment was made when the position was eliminated and a new financial management structure created, shifting more authority to the office of the chairman of the $3 billion agency and away from CIRM President Alan Trounson. All of which was done this spring, prior to the election of Jonathan Thomas as the new chairman of CIRM.

Earlier this month, we asked CIRM whether any severance or other payments had been made to John Robson when he left the agency after his job was done away with. Melissa King, executive director of the board, replied,

"When the board approved John's appointment in June 2008 (see June 27, 2008 transcript at (pages) 233-243), it included a separation payment of $150,000 if John were terminated without cause within 60 months of his appointment. This separation payment was intended to compensate John for forgoing pension benefits from his former employer to accept the position at CIRM, where his new pension benefits would not vest for 5 years (60 months) As you know, as part of CIRM's recent reorganization, the position of vice president for operations, which John held, was eliminated. Consistent with the terms of John's appointment, CIRM made a separation payment of $150,000 to John."

Under the new structure approved in early May, a chief financial officer/director of finance will report to both Thomas and Trounson. Previously, the vice president of operations reported directly to Trounson. The move adds to the controversial dual executive arrangement at CIRM, which State Controller John Chiang, the state's top fiscal officer, has said "severely compromises" oversight at the agency.

The reorganization plan said,

"The director of finance will be jointly appointed by the president and the chair and will support, and report jointly to, the president and the chair. The president and the chair will be jointly responsible for employment and compensation decisions relating to the director of finance."

The new structure also places 12 persons out of 53 paid staff at CIRM partly or totally in the office of the chair. The total includes both the chairman and one of the vice chairs, who are both on salary.

CIRM has not yet posted a job opening for the new position. At last report, the chairman and president have not yet been able to agree on a job description.

CIRM's Trounson and Australian Visiting Professorship

An Australian nanomedicine center announced this spring that CIRM President Alan Trounson would be spending all of July 2012 as a visiting professor; however, that arrangement appears to be less than certain.

We queried CIRM about the announcement, asking how much Trounson, who earns $490,000 as president of the stem cell agency, would be paid as a visiting professor in Australia, the source of the compensation and whether the compensation was vetted for possible conflicts of interest.

About a week ago, Don Gibbons, the agency's chief communications officer, replied,

"Whether this happens is still under discussion, but if it does it is most likely one or two weeks, and would focus on nanotechnology and how it might impact the stem cell field, and what we should be doing about it in California."

The announcement from the Australian Centre for NanoMedicine came as a surprise to some members of the CIRM board late in June. The center is part of the University of New South Wales and was formed in April 2010. Trounson, who emigrated from Australia to take the CIRM post, would be the second visiting professor in the program. 

Sacramento Bee: 'CIRM Is In Trouble'

The Sacramento Bee today editorialized on the election of Jonathan Thomas as chairman of the $3 billion California stem cell agency in a commentary headlined "Salary for new CIRM chief does not bode well."

The Bee said,

"Although Thomas comes with an impressive background in the financing world, his salary adds to a management overhead that already is excessive at CIRM. Moreover, it perpetuates a dual-executive arrangement at CIRM that is unusual for a scientific institute and inevitably create conflicts."

The Bee said,

"Robert Klein II, chairman and initiative kingpin of California's stem-cell research agency, has stepped down. Given our assessment of Klein's imperious operating style, you might think that champagne corks would be flying. That is not the case.

"Although Klein no longer is acting in an official capacity, the oversight board of the California Institute for Regenerative Medicine decided last week to choose a successor with ties to Klein. To make matters worse, this new chairman – Los Angeles bond financier Jonathan Thomas – will be paid nearly $400,000 for the job."

The Bee continued,

"CIRM is in trouble. It has poured billions into research grants, but is running out of money and has shown itself to be inept at basic governmental functions. Oversight board members are frustrated that basic information about grants and board decisions can't get posted on the institute's website in a timely manner. Members of the public are even more frustrated.
Can Thomas bring a new culture to CIRM? If he can, it might – just might – justify his salary."

As of about 9 a.m. today, the editorial had drawn eight comments from Bee readers. None reflected favorably on CIRM.

CIRM Posts Details of Change in Big Ticket Grant Reviews

The California stem cell agency has added substantial amounts of additional information to its agenda for its board meeting next week, including a proposal that will make significant changes in the reviews for its important clinical trials and disease team rounds.

The additional material was posted late yesterday, only two business days before the meeting that begins next week in San Diego. As we noted yesterday, the dilatory postings do not serve the public, the California stem cell community, the agency or its directors well. One CIRM director, Joan Samuelson,  says laggard postings at CIRM are "crazy" and unprofessional.

"It bugs me," she told other directors earlier this month.

The new review procedures would involve grants or loans in the roughly $20 million and up range. They would provide an opportunity for applicants to comment on reviewer questions in advance of the formal peer review meeting. They would also allow reviewers to question applicants by telephone on the day of the review. The procedures grew out dissatisfaction by some board members with the process in which Geron was loaned $25 million in May.

The Geron funding represents CIRM's first entry into clinical trials. The agency is expected to be involved in more clinical trials as it tries to push stem cell therapies into the marketplace. The agency is seeking to produce results that would persuade voters to approve another bond measure – perhaps as large as $5 billion – to continue CIRM's efforts.

Ellen Feigal, CIRM's new vice president for research and development, told a panel of CIRM directors earlier this month that the new procedure is aimed at "making sure we have complete information in real time about the research grant." She said the changes are designed "to make sure that the investigators, the applicant, actually feel that they have an opportunity to address some of the difficult questions that could arise during the review process."

Her comments were made at the directors' Science Subcommittee meeting June 6. The transcript of the session, which is worthy of review by all potential CIRM applicants, was released two days ago with little notice, which is standard procedure for CIRM.

The review changes call for scientific reviewers to complete their initial review of applications 14 days in advance of a review meeting along with a list of key questions. The questions, plus any additional issues that CIRM staff has, would be go to applicants 10 days ahead of the review to give them time to respond. Applicants would be asked to be available by phone on the day of the review for any additional questions.

The discussion at the committee meeting largely involved details in execution of the plan and whether reviewers would pose questions directly to applicants. The answer was no, that some other person would pose the questions to avoid possible identification of scientific reviewers, whose identities are kept secret by CIRM.

Also discussed was the nature of the questions – whether they would involve nuanced matters or matters that could be addressed with a yes or no. From the committee's discussion, it was clear that this initial effort will be a testing ground to work out exactly how the new procedure will be implemented.

Other information freshly available on the agenda for next week's meeting involves:

• An $80 million grant program, beginning next year, for physician scientists to conduct research that will translate into possible applications.
• A $30 million "opportunity fund," controlled initially by the CIRM president, to accelerate development of therapies and implement a recommendation of last fall's blue-ribbon external review panel and assist industry.
• A $27 million, three-year extension of a training program involving California state colleges(but not the University of California) and community colleges.
• A job description for CIRM's new director of public communications, who apparently would run the agency's PR efforts from the chair's office as opposed to the president's. The post is part of a reorganization of CIRM management.

(Editor's note: An earlier version of this item did not contain the comments from Joan Samuelson.)

Openness Failure – Public Stiffed on Major California Stem Cell Matters

With only two business days remaining before a critical directors' meeting of the $3 billion California stem cell agency, the research institute has failed to provide basic background information to the public and the California stem cell community on many of the issues to be decided.

The CIRM openness failure makes it nearly impossible for researchers and biotech business executives and the public to make thoughtful suggestions or raise questions before the matters will be approved at the meeting next Wednesday in San Diego. The failure is not a onetime breakdown. It is the latest in a years-long demonstration of mismanagement of what should be a routine task. The dearth of information additionally damages CIRM's ability to generate the kind of positive news stories about its efforts that directors increasingly desire. 

The matters involved next week are not picayune. One involves major changes in the peer review process on applications for big-ticket, high profile grants ($20 million or so) on which CIRM is staking its future as well as the actual clinical development of stem cell therapies. The proposal will immerse CIRM ever more deeply in the earliest stages of grant applications. Some candidates will benefit. Others will lose out. But no details are available via the board meeting agenda about what exactly is under consideration.

Another matter with missing information involves creation of a $25 million "opportunity fund" that would be controlled by CIRM President Alan Trounson – not the CIRM board. Another involves extension of a $90 million training program. Still another involves a new, $180,000 federal lobbying campaign – a subject that generated some controversy two years ago.

Persons who understand the murky navigational nuances of the CIRM web site might be able to ferret out some outdated information dealing with the issues. But one cannot assume that two- and three-week-old memos, some of which are quite scanty, represent exactly what will be presented to CIRM directors next week.

This is not a problem for the public alone. Some CIRM directors have complained that they have received documents too late to examine them carefully. It is clearly unreasonable to expect the 29 persons (business executives, medical school deans, physicians and so forth) who serve on the board to push aside all their other concerns to perform a last minute study of material that should have been provided days earlier.

The responsibility for this sad state of affairs rests clearly with CIRM Chairman Robert Klein and CIRM President Alan Trounson. Klein controls the board agenda. Trounson is responsible for the staff work necessary to generate most of information. Klein's staff generates the rest.

One can only hope that the election of a new chair next week and revision of the CIRM management structure will also mean a major improvement in a critical interface between a $3 billion enterprise and the people who are paying for it – not to mention Californa's entire stem cell research community.  

California Stem Cell Agency Beefing Up PR, Financial Expertise

The Governance Subcommittee of the California stem cell agency yesterday approved a major reorganization of the way it does business, including the hiring of its first-ever chief financial officer and a new, executive-level public relations person to add to its $1 million PR efforts.

The CFO will report to both the chairman and the president. The new PR person reports only to the chair. It is unclear what his or her relationship will be to the existing CIRM communications chief, who reports to the president. The creation of the posts appears to add a new layer to the much-criticized dual executive arrangement at CIRM.

The Governance panel, composed of 10 CIRM directors, unanimously approved the new management plan on Monday, according to Don Gibbons, the agency's communications chief. The proposal now goes to the full 29-member CIRM board next week for final adoption. The positions are among the 56 employees (including two members of the board) approved in the CIRM budget for the coming year.

CIRM directors have described the proposal as a "starting point" for its new chairman, who is expected to be elected, also next week, at the two-day San Diego meeting. Directors have indicated that no hiring is to take place until the new chairman has begun work. Additionally, a job description has not yet been written for the new PR position. That comes up on June 20. Some CIRM directors have raised questions about the urgency of adopting the plan on the eve of the election of a new chair.

CIRM President Alan Trounson and the No. 2 executive at CIRM, Ellen Feigal, also raised questions about some of the aspects of the new structure in a memo posted on the CIRM web site. Art Torres, co-vice chair of the board, rebutted the questions in another posted memo.

In other matters, the Governance committee approved a new $325,000 contract for legal work from attorney Nancy Koch for the coming fiscal year and a $450,000 contract for the coming year with the Mitchell Group, a Long Beach, Ca., firm that recruits information technology professionals. The arrangements are among the $3.3 million in spending for outside contracts that is the second largest item in CIRM's $18.5 million operational budget, trailing only the $10.3 million compensation for its staff.

Action on a proposed code of conduct for CIRM directors was put off for unspecified revisions.

Defining a PR Post: CIRM Directors Take a Crack

A dozen directors of the California stem cell agency are scheduled to spend about 30 minutes next Monday crafting a job description for a new, top level public relations person at the $3 billion enterprise.

Ordinarily, such an activity would not come to the attention of directors, much less warrant the attention of even this blog. However, the position is caught up in the touchy management reorganization that grew out of the directors' performance evaluation last year of CIRM President Alan Trounson. The new post seems to have evolved from dissatisfaction with how CIRM and its efforts have been portrayed in the mainstream media coupled with the likelihood that the agency may seek $5 billion in additional bond funding from California voters in a few years.

CIRM already spends about $1 million(including internal compensation and outside contracts) on communications and PR efforts, directed by Don Gibbons, the agency's chief communications officer. Gibbons works under the direction of the CIRM president. The new position would report to the chairman of the agency.

No salary has yet been specified for the new post, but it is likely to match or exceed Gibbons' $196,409 annual salary in 2010.

Creation of the job seems to be following the model of the much-criticized dual executive situation at CIRM involving the chairman and the president. The new position would report independently to the chairman. It is not clear what his or her relationship would be to Gibbons.

Outgoing CIRM Chairman Robert Klein said at the May 4 directors' meeting that although the "public communications officer" would report to the chair

"...(I)t's going to be important to have a collegial relationship and a coordinated relationship with the president so we have a coordinated voice in this organization."

So far, the CIRM budget contains no support budget for the new PR person although clearly he or she is going to need one.

Our comment: Based on 30 years experience in the news business in Los Angeles and Sacramento and two years as a flack (PR person) for the governor of California, it is clear that this dual PR arrangement will be a mess. It is essential that the agency's PR effort operate under the direction of one person. Otherwise, it will fumble and stumble, lack clarity, react slowly and constantly be searching for direction. Putting two persons in charge of an enterprise means that no one is in charge.

CIRM President Alan Trounson is already balking at designating the new position as a senior officer of CIRM. However, without that designation and access, CIRM should not bother with hiring another person. To be effective, the senior PR person must be part of the top executive team and be prepared to give advice at the earliest stages of proposals and at the highest level. Otherwise, dubious initiatives may be launched with no real understanding of how they will play out in the media or affect the public -- much less how they can be sold.

Finally, top executives at CIRM should not confuse their own excellent expertise on matters of science, law and financing with expertise in communications and media campaigns. These matters require specialized knowledge, skills and years of experience and contacts that the top executives at CIRM do not have. That is not to diminish their capabilities, which are considerable, but it simply reflects the fact that they followed a different professional path.

The directors' Communications Subcommittee will take up the job description in a teleconference meeting that has public locations in both Northern and Southern California, including San Francisco, Duarte, La Jolla, South San Francisco, Irvine with more likely to be added. Specific locations can be found on the meeting agenda.

CIRM Directors Tackle Touchy Management Issues

Key leaders of the California stem cell agency have scheduled a 60-minute meeting tomorrow to decide long-standing, thorny matters at the $3 billion enterprise, ranging from the province of the new chairman and the current president to just exactly who is a senior officer of CIRM.

The matters, which come under the rubric of "internal governance policy," have been around for some time – in some cases for years, particularly the much-criticized dual executive arrangement involving the chair and the president. In this latest episode, only bits and piece of that management issue have surfaced. (Here are links to an introductory memo and the text of the proposal.)

The proposed changes in the structure of CIRM involve both major and minor matters, including the agency's bond financing and budgeting and adding staff in the chair's office, boosting it from eight to nine persons. Currently CIRM has about 50 employees. The board has 29 members.

The governance proposals were originally prepared by CIRM President Alan Trounson and grew out of the evaluation last year of his performance by the CIRM governing board. The plan has triggered an unusual exchange of memos on the agency's web site that illustrates the contentiousness of some of the issues. First is a "Memo from two staff members to Governance Subcommittee of Board." Then comes a "Memo from Vice-Chair Senator Art Torres in response to memo from two staff members."

The nomenclature describing the memos has significance. The description is controlled by the office of the chair, which posts material to meeting agendas -- in this case the directors' Governance Subcommittee, which is the group that meets tomorrow. The memo from "two staff members" did not originate with ordinary CIRM employees but Trounson and Ellen Feigal, who is the recently hired No. 2 executive at CIRM with the title of vice president for research and development.

The "two staff members" memo takes issue with a number of provisions in the proposed internal governance policy. The memo also appears to seek a 30-day delay in considering the plan. At that time, Trounson and Feigal propose consideration of a presidential reoganization plan as well as another from the new chair, who is to be chosen June 22-23 at a meeting in San Diego.

Among other things, the Trounson-Feigal memo says the new chair may not be qualified to supervise public meeting and conflict of interest issues as well as the legal and financial accountability of the CIRM board. Thus, they suggest a provision to that effect in the new policy should be deleted. Trounson and Feigal said the executive director of the CIRM board and the new public media director should not – and they underlined not – be considered senior officers of CIRM. They also said the new position of chief financial officer, who will direct budget and bond financing matters, should reside in the office of the president for the purposes of budgeting. Presumably that would give the president a bigger handle on the compensation for the CFO, who is supposed to report to both the chair and the president.

In his response, CIRM co-vice chairman Torres took issue with nearly everything in the Trounson memo.

All this involves devilish details that can add up to much more than their surface appearance. During debate last month on the plan at both the Governance Subcommittee and the full board meetings, the discussion became so touchy (see debate excerpt below) that the committee and the board felt compelled to go into executive session. During the board meeting, Trounson exited the room before the topic came up. Feigal and Elona Baum, CIRM general counsel, were left to represent his position and ran into some resistance from board members.

Given that a new chairman is yet to be elected, two board members, co-vice Chairman Duane Roth, a San Diego businessman, and Claire Pomeroy, dean of the UC Davis Medical School, have objected to action on the plan, even though it is couched as a "starting point." The response has been that the plan has been in the works since Trounson's evaluation last year and needs to be moved forward.

It would be easy to dismiss the flap over internal governance as inside bureaucratic baseball. But the proposal and discussion about it highlight issues at the heart of how CIRM does its business for the people of California. Without effective management, it is not at all certain that taxpayers will get a meaningful return on their $6 billion investment (including interest). The issues also speak to the limitations and handicaps that Prop. 71, drafted by outgoing Chairman Robert Klein, places on the research effort. The 10,000-word proposal wrote into state law management minutia, which is now nearly impossible to change, also because of Prop. 71. Beyond that, CIRM and its conduct are  providing a civics lesson in whether the ballot initiative process can or should be used in connection with complex California issues. Finally, how CIRM conducts its affairs will have major impact on the hESC research worldwide and help determine whether the public supports stem cell research or regards it as something less than worthy.

Also on Monday's agenda is the first-ever code of conduct for the CIRM board. (See here and here.)

If you are interested in taking part or listening in on Monday's meeting, teleconference locations are available throughout California, including San Francisco, Los Angeles, South San Francisco, La Jolla, Irvine, Stanford and Palo Alto. Specific addresses can be found on the meeting agenda.

Here is an exchange from the May 4 CIRM board meeting debate on the internal governance policy.
CIRM Management -- Excerpt from debate at the directors meeting May 4, 2011

CIRM Posts Key Information in More Timely Fashion

The California Stem Cell Report has grumped mightily about the lackdaisical posting of important public information about matters that are to come before the directors of the $3 billion California stem agency.

Today, however, we are pleased to report that CIRM performed much better in advance of last week's meeting. Agency staffers should take some pride in that accomplishment.

We are referring to the posting on the CIRM web site of information that provides background, justification, dollars and cents and more on the matters that the 29 directors must act on. Without that information well in advance of a governing board meeting, the public, scientists, biotech businesses and policy makers are basically shut out by CIRM.

Normally we try to follow the posting of the background information on a daily basis. However, we were at sea until Sunday March 6. When we logged on to the CIRM web site at that time, we were pleasantly surprised to find a passel of information for the March 10 meeting.

As we examined the documents, they appeared to have been posted primarily March 3 and 4. To double check, we asked Melissa King, executive director of the governing board, about the dates.

She replied,

"Most, if not all, of it was up by Friday, 3/4. I was pushing for that."

While not all the important information was there, such as CIRM Director Jeff Sheehy's proposal on the role of the chair, most of the major stuff was available to the California public and CIRM stakeholders. It represents a step forward for CIRM. We hope the effort will continue into the future.

CIRM Directors Move to Alter Role of Chair of $3 Billion Stem Cell Program

Directors of the California stem cell agency, in sharply divided moves, today said that its next chairman should serve in a part-time capacity in largely an oversight role.

The board's actions are aimed at giving guidance to four elected state officials who have the authority to nominate persons for the job, which carries a salary that can reach as high as $500,000 for fulltime work. The moves are the latest effort by the board to deal with top-level management issues that have troubled the agency since its inception.

In a 17-5 vote, the 29-member board approved a motion designating the position as parttime with the "best assessment" that it needed only a 50 percent to 80 percent time commitment, depending on the candidates.

On an 11-8 vote with three abstentions, the board approved a motion indicating that the new chair would fill more of an oversight role with the board delineating the responsibilities of the chair and president. The state's top fiscal officer, Controller John Chiang, warned yesterday that the current co-executive situation "severely compromises" accountability at CIRM.

The board hopes to elect a new chair perhaps as early as May but possibly in June to replace Robert Klein, whose term has expired.

Finding a replacement roiled the board last fall. Discussion was also vigorous today during the debate over the role of the chair – an issue that has troubled CIRM since its earliest days. Prop. 71, which created CIRM in 2004, established a dual executive situation that has created friction and still troubles the agency today, CIRM President Alan Trounson acknowledged during today's meeting.

Duane Roth, co-vice chair of the board and a San Diego businessman, noted the longstanding problem
He said,

"This has been flagged...as something we need to get fixed."

Director Claire Pomeroy, dean of the UC Davis School of Medicine, said that CIRM has evolved to the point that the board must ensure that the staff is respected and allowed to run the organization. She said,

"We should empower them to go and do their job without the micromanagement of our board."

She said the public understands that CIRM has not been optimally functional because of the "lack of clarity" between the roles of the chair and the president.

Art Torres, co-vice chair of the board and a fomer state legislator, also warned that the nominating state officials – governor, treasurer, controller and lieutenant governor – may well find themselves hard pressed to nominate someone for a $500,000 state job as the state faces a financial crisis.

Some board members offered suggestions that the time commitment range be altered to 20 to 80 percent or from 20 to 100 percent but those proposals did not win sufficient support.

The board also recommended additional criteria for the position that included "experience with advocacy, proven vision and leadership abilities, and prior scientific understanding and experience with governance."

The board 's timetable calls for nominations from the officials by April 11 with public presentations by candidates at the May board meeting.

Here is the text of the successful motion by Director Jeff Sheehy, a communications manager at UC San Francisco on the role of the chair.

"The Governance Subcommittee recommends that the board clearly delineate the discrete responsibilities of the chair, vice chairs and president, and that the chair and vice chairs lead a robust oversight effort, including taking advantage of the skills of the board members in conducting their oversight role, and if the chair and vice chairs possess expertise in the areas of responsibility assigned to the chair in Proposition 71, then the board may elect to take advantage of their expertise operationally in those areas as well."

Here is a link to the CIRM press release that deals with the succession issue and other matters at today's meeting.

CIRM Chair Should Back Away from Management Role, Says Top State Official

The board of the $3 billion California stem cell agency should direct its chairman to step aside from management of the organization and concentrate on oversight, it was told this morning.

In remarks prepared for delivery at the directors' meeting in Burlingame, Ruth Holton-Hodson, a representative of California's top fiscal officer, said,

"Frankly, it is difficult to uphold the appearance of accountability and objectivity when the board chair is involved in both management and oversight of CIRM's operations. Under the current model, the chair is essentially responsible for evaluating and approving much of his own work."

Holton-Hodson, deputy state controller, spoke on behalf of state Controller John Chiang. He is one of four statewide elected officials who can nominate candidates for chair of CIRM. He is also chair of the only state body charged specifically with financial oversight of the stem cell agency.

Holton-Hodson reiterated a number of points made by Chiang in his letter to the board yesterday. She said,

"It is also important to keep in mind that the chair is but one member of the ICOC Governing Board(the CIRM board of directors). Good governance must rely on the actions of the whole board, not a single member. As CIRM moves into the next phase, it is important that it be driven by a fully engaged oversight board, rather than a single individual, regardless of how talented that individual may be.

"As the Controller stated in his letter, CalPERS and CalSTRS (the state's mammoth retirement systems) both have a policy of voting in support of shareholder resolutions that separate the chair and the CEO of corporate boards because board independence is at the heart of effective governance and accountability. The public deserves no less from publicly-funded agencies and undoubtedly thought that independent oversight is what they would be getting from a body named the Independent Citizens' Oversight Committee(the formal name of the CIRM governing board)."

Later today the board is expected to discuss the selection of a person to replace Robert Klein, whose term has expired as chair.

'Nature" Blogs on Chair Selection at $3 Billion Stem Cell Research Effort

Nature magazine's blog, Spoonful of Medicine, yesterday carried an item on selection of a chair for the $3 billion California stem cell agency to replace Robert Klein, who has headed the enterprise since 2004.

In her piece,  Michelle Pflumm covered ground that was familiar to readers of the California Stem Cell Report, but offered additional material with interesting perspectives. The headline on her item read "CIRM board members at odds over future chair’s duties and salary." The item was published prior to yesterday afternoon's meeting of the board's Governance Subcommittee.

She wrote,

"Twenty of 29 board members filled in the survey(for criteria for a new chair). Of those who did, most cited leadership and a history of stem cell advocacy as the most important skills needed in the next chairperson. However, a handful of members listed scientific know-how as the prime desired qualification. Under the terms of Proposition 71, the 2004 ballot initiative that led to CIRM’s creation, the chairperson must have a 'documented history in successful stem cell research advocacy.' No mention is made of scientific proficiency."

She continued,

"Additionally, the CIRM board members had differing opinions over how much power should sit in the position of the incoming chair. Eight survey respondents said the president should report to the chair, while only three thought the chair should report to the president. The remainder called for a more collaborative arrangement.

"In the past, critics have charged Klein with exerting too heavy-handed a role on the agency and not granting the president sufficient independence. As Joel Adelson, a health-policy researcher at the University of California-San Francisco, told Nature last year: 'Klein… acted like the chief operating officer beside (CIRM President Alan) Trounson and beside [former CIRM president Zach] Hall, and I can only say that this looks like it must have been very uncomfortable for these guys.'"

Chair of Stem Cell Agency Likely to Remain Part-time Position

A key group of directors of the $3 billion California stem cell agency today recommended criteria for a new chair of the research effort, including a proposal that the position remain part-time.

Don Gibbons, chief communications officer for CIRM, said in an email that the salary range would remain unchanged under the proposals approved by the directors' Governance Subcommittee, with a top of $500,000 and a bottom of the $275,000. That would translate to $137,500 to $400,000 on a 50 percent to 80 percent work basis, as recommended by the panel.

The top attributes identified by the subcommittee are in the categories of "collaborative/consensus builder, leadership/vision, knowledgable/intellectually curious." The top desired skill sets are "advocacy, leadership/vision, scientific expertise/knowledge (defined as understanding), governance expertise/knowledge," Gibbons said.

The criteria were recommended following a survey of the 29 CIRM directors. Twenty directors and alternates responded.

Gibbons said the subcommittee "agreed to postpone a recommendation on the allocation of responsibility between the chair, vice chair and president until legal staff drafts further language for posting and distribution prior to another subcommittee meeting."

Prop. 71 legally dictates overlapping responsibilities between the chair and president, which have been a source of friction at the agency. The state's good government agency, the Little Hoover Commission, has recommended changes to ensure greater accountability and more effective management at the agency.

The recommendations could be considered by the board as early as its March meeting. CIRM Chairman Robert Klein is scheduled to leave in June. Klein just yesterday presented directors with a 9-page rundown on his "routine" activities that ranged from travel policies to economic impact reports to reviewing each request by the public for public records from the agency.

From PR to 'Monitoring' Board Members, Klein Spells Out His Routine

Robert Klein, chairman of the California
 stem cell agency

Robert Klein, lawyer, real estate investment banker and the chairman of the $3 billion California stem cell agency, has produced a remarkable document that details how he reaches deeply into CIRM operations on matters ranging from its economic impact to employee travel policy.

The 9-page, single-spaced memo was prepared for this afternoon's meeting of the directors' Governance Subcommittee meeting on criteria for the person who is to replace him in June -- if not sooner. The document was posted on the CIRM web site yesterday.

In the memo, Klein chronicled what he described as his "routine" activities for CIRM. Writing in the third person, he indicated that he attends virtually every public meeting involving CIRM in addition to many closed-door sessions. Another document offered earlier by Klein lists a host of meetings that he believes the CIRM chair would need to attend this year. The time required runs to about 12 business weeks of meetings with about another 24 weeks required for preparation, according to the document.

Klein's memo said he delved heavily into preparation of the recent rosy report on the economic impact of CIRM. He said he examined its "technical accuracy" and "strategic implications for participating companies, including those with publicly traded stock."

Klein additionally reported,

"In every board, subcommittee and working group meeting, the chair provides continuous, 'real time' legal guidance to the discussion, monitoring and suggesting phrasing and specific, descriptive wording that is consistent with the agency’s litigation record and constitutional/statutory authority."

Klein wrote,

"The chair must -- by design -- attend every Grants Working Group meeting -- fully prepared -- and take extensive notes to understand the context and conflicting points of view that affect the viability of recommended grants and loans, as well as future, potential extraordinary petitions and the scientific staff’s research of potential errors or contradictory positions." (The grants group makes the de facto decisions on virtually all grant applications.)

Klein reviews drafts of policies, including those for contracts and travel, RFAs and seemingly all CIRM material before it is presented to the public or the board. Klein wrote,

"The complexity of (policy) reviews generally requires the coordination of four or more external and internal legal perspectives to avoid esoteric state statutory and/or judicial conflicts, political sensitivities."

He is responsible for all the board agendas. He reviews each request for information under the state public records law. He monitors "the number of board members who discuss a particular topic outside of a noticed meeting." He is currently personally developing PR plans connected to what will be CIRM's first-ever entry into clinical trials.

In his memo, Klein sketched out his strategy to deal with "any negative announcement" – presumably death or grave illness – coming out of a CIRM-funded clinical trial. He said CIRM must be prepared "to assure the public that the predictable, sensationalized news turbulence surrounding any negative clinical trial event should not derail vital medical progress, with appropriate safeguards."

In 2008, the CIRM board defined the chair's job as a part-time, 50 percent position. Klein was paid $150,000 annually under those terms. Prior to that he took no salary. In December, the CIRM board extended his term into June, but at no salary.

Under the terms of Prop. 71, the chairman and president of CIRM have overlapping responsibilities, which has created problems in the past. They surfaced publicly and sharply in 2006 in directors' meetings that nominally focused on travel decisions and office assignments. In 2009, California's Little Hoover Commission, the state's good government agency, warned of "personality driven" leadership at CIRM. Its report said,

"An agency governance structure that features key positions built around specific individuals does not serve the best interests of the mission of the agency or the state of California, however well-qualified the individuals may be. Such a situation distorts accountability and succession planning and could, in the event of an abrupt departure of the individual, leave the agency leaderless for an extended period."

California Stem Cell Agency Expanding Staff, Looking for a Few New Hires

Beginning Jan. 1, the California stem cell agency is expected to start bringing aboard a number of new employees as the 50-person cap on staff is lifted by a new state law.

One of those persons is expected to be a special projects coordinator who reports directly to CIRM President Alan Trounson. The post has a salary that that tops out at $224,536.

The new position has a wide range of duties including: development of new initiatives for CIRM, meetings with the biotech industry, academia and government officials, writing strategic documents and white papers on key initiatives, negotiations on critical projects, preparation of documents for the public and monitoring scientific developments.

One of the specific projects mentioned in the job description seems to be linked to a recommendation this fall from a blue-ribbon panel that called for CIRM to reach out to find promising, out-of-state endeavors that could be lured to California. The description described one project for the new hire like this:

“Identification of international new and rapidly evolving basic and applied research programs that may be linked to or introduced into the CIRM Californian biotech and academic research environment.”

Trounson is looking for someone with a Ph.D. in a biomedical science with a preference for some who also has a law degree and/or an MBA.

CIRM has additionally posted openings for science officers and grants management specialists. Still open is the new position of vice president for research and development, although that job description is not posted on CIRM's Web site. The job has been vacant for about 18 months.

Eve of the CIRM Election: Klein Invokes Sudden Financial Warning

CIRM Chairman Robert Klein today sounded an urgent, financial alarm in his bid to be re-elected to a new term at the $3 billion California stem cell agency.

In a “statement of candidacy” on the CIRM Web site, Klein indicated he was needed at the agency to handle a sudden, new quasi-crisis that requires action next month. And in an effort to make it easy for directors to choose him at their meeting tomorrow at Stanford University, he also reduced his proposed term to three to six months, down from 12 months. However, he did not renew his pledge not to take a salary, which could hit $529,000 annually.

Several items concerning Klein's candidacy were fresh in the statement. One was the financial warning from Klein, who portrays himself as something of an expert on government bond financing. He said that the agency needed to move swiftly on new issuance of new state bonds, CIRM's only source of financing.

At their meeting just last Wednesday, CIRM directors heard no mention of the problem, only a routine budget presentation with no indication that quick action was needed.

But in his message dated yesterday, Klein said it was “essential”for CIRM to quickly provide assurances of “reliability of our funding.” He wrote,

“The (state) Treasurer's office has just informed us that the next California Stem Cell Research and Cures Finance Committee meeting must be held in January 2011. Recent applications for clinical trial rounds and the acceleration of our funding commitments on our other programs require an immediate focus on this issue, given there may not be another opportunity until late 2011 to authorize additional bond funding.”

Klein also said that “our collaborative funding partner nations” require early next year “assurances of our future performance.”

It is not the first time Klein has sprung a January financial surprise on directors. In January 2009, he unveiled a critical bond funding problem that directors also had not been informed about earlier.

(See here, here and here.)

Another new item in the candidacy statement was Klein's promise to only serve three to six months, although it is not clear that the board can elect a chairman for anything less than the six years specified by law. Previously Klein promised to serve only 12 months. Significantly, in the otherwise fairly detailed document, he did not renew his promise not to take a salary. Currently he receives $150,000 for halftime work and is entitled up to $529,000 annually

Klein, a Palo Alto real estate investment banker, additionally backed away from his position that he can only be replaced by a nationally known scientist. Instead, he said he would work with the board to develop criteria for selection of a new chair.

Klein also pledged to “change the communications paradigm,” which encompasses the agency's public relations efforts. He cited an example of a 3 million, “affinity group” email effort during the 2004 election campaign for Prop. 71 as something he would like to replicate. Klein said that CIRM's communications should be changed “from our highly refined scientific focus (with emerging, quality public components) to a broad and innovative program that will be meet our obligation to inform all Californians of the milestones of progress we have achieved.”

The Canadian Citizenship Question – Day Four, an Answer!

The requirement that the chairman of the California stem cell agency be a citizen of California is unconstitutional according to a 1978 opinion by the state attorney general.

That's what James Harrison, outside counsel for CIRM, told the California Stem Cell Report early today. He was responding to an email query yesterday concerning the reason that Alan Bernstein, a Canadian, was scrubbed as CIRM Chairman Robert Klein's favorite candidate to succeed him in the position. Official opinions of the attorney general are widely regarded to have the force of law. The way the attorney general's Web site puts it is,

“The formal legal opinions of the Attorney General have been accorded 'great respect' and 'great weight' by the courts."

Here is what Harrison had to say,

“We discovered the citizenship issue when Bernstein's name was mentioned as a candidate. Given the litigation CIRM has faced over the years, there was a need to be cautious and there was not sufficient time to obtain closure on this issue before the deadline for nominations. You should know that there is an AG opinion from 1978 declaring that the citizenship requirement is unconstitutional.”

As far as we can tell the first public mention of Bernstein's name as a candidate came on Nov. 29 on the California Stem Cell Report. However, his name was being bandied about privately well before that. Late on Dec. 2, Klein released a statement that Bernstein was no longer being considered because of “a technical legal requirement regarding citizenship.”

Klein's statement followed stories in the media (see here, here and here) involving closed-door meetings and concerns about conflicts of interest in connection with his attempts to engineer selection of his successor. The ostensible citizenship condition also led to a well-read story in the Toronto Globe and Mail in which scientists in Canada deplored the requirement.

Harrison's response today about the matter came four days after we asked CIRM's official spokesman to provide the exact legal language concerning what Klein said was a citizenship problem.

We still have questions about whether the citizenship question applies to CIRM President Alan Trounson, an Australian, as well as the actual date when CIRM officials became aware there might be an issue with Bernstein.

Our assessment of the situation? Klein's statement was specious, at best. At worst, it might be called something else. It appears to be a dubious effort to paper over what is serious leadership issue involving Klein and raises significant questions about his credibility.

Klein's Re-nomination Almost Unnoted in Major Media

The hooha about CIRM Chairman Robert Klein and his maladroit attempts to manipulate the election of his successor generated little attention today in the mainstream media, but left an Internet legacy that may haunt the agency for some time.

Only three newspapers carried a story as far as we can tell: the San Francisco Business Times, the Los Angeles Times and The Sacramento Bee. The most complete story, however, appeared on Nature magazine's web site, which has a much narrower but important reach

In the Nature piece, Elie Dolgin wrote that Klein said he would not insist on the full $529,000 salary the chair is entitled to, but continue with the $150,000 he is currently receiving for the 12 months that he said he will serve.

Klein, who is a real estate investment banker, also indicated that he will insist on a top level scientist or clinician-scientist as a replacement to succeed him. Klein did not note that such a scientist would also by law be required to have “direct knowledge and experience in bond financing,” probably an extremely rare quality among scientists with national reputations.

Klein has had repeated difficulties in the past in hiring a president for the agency. CIRM also has not been able to hire a vice president for research and development despite a search that began nearly 18 months ago.

Any candidates for chair may find the agency's track record on hiring and management less than attractive, especially given Klein's latest unsuccessful attempt to engineer selection of a successor. Some cynics might wonder, however, whether Klein knew all along that Bernstein's Canadian citizenship would ultimately disqualify him and force the board into a position that would make Klein's re-nomination an apparent necessity. Few people know the law concerning the stem cell agency as well as Klein, who has more than once said he wrote Prop. 71, the measure that created CIRM.

Dolgin also reported that Art Torres, who has also been nominated for CIRM Chair, “probably” will not challenge Klein but is interested in staying on in his current co-vice chair slot.

Today's four stories are only part of what will pop up in the future as potential hires and journalists examine CIRM's performance. The coverage earlier in the week of the closed-door meetings and allegations of conflicts of interests will surface as well. CIRM would do well to keep in mind the admonition -- "If it can't stand the light of day, don't do it."

Questions Raised About Klein Campaign to Pick His Own Successor

The closed-door machinations involving the election of a new chair of the California stem cell agency raise important policy questions about the conduct of the agency, its openness and whether the structure of the board and chairman is in the best public interest.

Last year, the Little Hoover Commission, the state's good government agency, documented many of those problems in its 88-page report on the $3 billion enterprise. Among other things, the commission recommended much earlier action to smooth out the election process and to create a seamless leadership transition.

Additional insight into some of the issues can be found in an exchange of emails today involving CIRM board members.

The following messages went to all members of the CIRM board as a result of an item yesterday on the California Stem Cell Report, in which we asked whether Klein's Portola Valley meeting Sunday was legal under the state's open meetings law.

The first message is from James Harrison, outside counsel to the board. The second is from Jeff Sheehy, a member of the board, who responded to Harrison's memo. Sheehy raises points that go beyond the legality of the meeting, addressing the integrity of the entire election process for chairman of the $3 billion agency. Here is Harrison's email.

"Dear Board Members,

"Bob asked me to provide you with information regarding a dinner he arranged for last Sunday evening in response to a blog post by David Jensen.

"Bob wanted to create a forum for potential nominees for Chair and Vice-Chair [Art Torres, Jeff Sheehy and Alan Bernstein] to meet and exchange views prior to the Board meeting. Because of the Bagley-Keene limitations, however, he limited the dinner to a small number of board members, including himself, Ted Love, who served as interim CSO, and Robert Birgeneau, who was a colleague of Dr. Bernstein at the University of Toronto. Melissa King and I also attended.

"The participants engaged in an open and constructive discussion, and the meeting was in compliance with Bagley-Keene.

"If you have any questions, please contact me.

"James"

Here is Sheehy's response:

"Hi James,

"From what I can gather, this was just one of several informal meetings or phone calls involving several board members through which the determination of the next chair was meant to occur.  There were further conversations with the constitutional officers who have the duty to nominate individuals for chair and vice-chair with the intent to have them agree to collectively nominate a single individual for chair.

"What process was used to screen potential candidates for chair?  Were Californians, women, and/or people of color considered?  Under what board process, committee or sub-committee was this activity undertaken?  What board members were involved and what were their roles?  Why were other board members excluded?  Why did this not take place in public under established board practices including recently adopted procedures for selecting the next chair and vice-chair?

"Why was the chair’s role and salary reconfigured for Bernstein in direct contradiction of adopted board resolutions stating that the chair is not the chief executive of the agency, the chair is a part-time position, and the salary is $150,000?   Items were placed and then removed from yesterday’s aborted Governance sub-committee meeting that would have restructured the adopted budget for the agency to accommodate the larger salary for Bernstein?  How was this decided?

"I look forward to your response.
"Thank you,
"Jeff Sheehy"

Closed-Door Portola Valley Plan to Install Bernstein as New Chair of CIRM

Engineered by outgoing Chairman Robert Klein, a closed-door plan is reportedly afoot to restructure the management of the $3 billion California stem cell agency to have it run directly by a new executive chairman, Alan Bernstein, now head of HIV Global Vaccine Enterprise of New York.

It is unclear how the current agency president, Alan Trounson, would fit into the proposed new arrangement. But one CIRM board member, Jeff Sheehy, said,

“The president obviously loses out.”

The plan was first reported today by Ron Leuty of the San Francisco Business Times. Leuty described the effort as “backroom politics.” He also characterized Bernstein as “unqualified” in an apparent reference to the legal requirement that the CIRM chairman be a “patient advocate.”

Leuty quoted Sheehy, a candidate for vice chair of the agency, as describing the dealings as a “horrible process” that was far from open.

Based on what Leuty wrote and what Sheehy and others told the California Stem Cell Report here is what has occurred.

On Sunday, a dinner meeting was held at a Portola Valley restaurant attended by Klein, Sheehy and CIRM board members Ted Love and Robert Birgeneau, the chancellor of UC Berkeley and who has rarely attended a CIRM board meeting. Birgeneau, however, is a former colleague and friend of Bernstein. Also in attendance were Art Torres, co-vice chairman of the board, and Bernstein, both of whom have been nominated for chairman, along with the board's outside counsel, James Harrison of Remcho, Johansen & Purcell
of San Leandro.

Sheehy said that a scenario was proposed at the meeting that would make Bernstein an “executive chairman” and effectively CEO of CIRM. To qualify Bernstein legally as a patient advocate, Klein would appoint Bernstein to the board of Klein's private stem cell lobbying group, Americans for Cures, which shares quarters in the building that houses the offices of Klein's Palo Alto real estate investment banking firm.

Sheehy told the California Stem Cell Report,

“Given that (CIRM board)members can't even put an item on the agenda without the chair's consent, and we can't remove the chair (no provisions for removal in Prop. 71), and that many members are from institutions that receive funds from CIRM, and that the legislature and constitutional officers have very little control over CIRM, Bernstein will become California's stem cell czar, effectively controlling $2 billion in state funds.”

Sheehy said the proposal also jeopardizes the integrity of the patient advocate positions on the 29-member board. He said,

“By making the patient advocate qualification--which is taken from the language for qualifications that all 10 ICOC patient advocates are appointed under--infinitely malleable, this move makes all patient advocates vulnerable to replacement by a scientist.”

We asked Harrison about the legality of the Sunday meeting, given the state's open meeting laws. He replied, “Because the meeting involved far fewer than a majority of the board, it was not subject to” the state's meeting laws.

We then asked Harrison about the possibility the session could turn into an illegal serial meeting if the participants talked with other board members. Harrison replied,

"We've advised the board members to refrain from discussing the nominations with other board members."

Information about the meeting has been communicated to at least one other board member, who warned us that we did not have all the information about the Portola Valley deal. But the person was unwilling to share anything further.

An agency spokesman told the San Francisco Business Times that he would have no comment.

Bernstein was nominated for chairman by Republican Lt. Gov. Abel Maldonado in a letter dated Nov. 30. We were told this afternoon that CIRM asked that the letter, which is a public record, be withheld until tomorrow. State Treasurer Bill Lockyer, a Democrat, is expected to announce his nominations tomorrow along with Gov. Arnold Schwarzenegger.

The board is expected to take up the nominations Dec. 15 at Stanford.

Here is Maldonado's nominating letter.
Lt. Gov.'s CIRM Chair Nomination Letter