Kenneth Lin
About Kenneth Lin
Dr. Kenneth Lin, 51, has served as an independent director of Anebulo Pharmaceuticals since February 2021. He is a physician-executive and investor with prior leadership in biotech and healthcare private equity; he earned his M.D. with honors from Case Western Reserve University and a B.S. in Biological Sciences from Stanford University . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ab Initio Biotherapeutics | Founder, President & CEO | Jan 2015 – Jul 2019 | Built/led biotech company |
| Ulthera, Inc. | VP Corporate Development & Investor Relations | Jul 2012 – Jul 2014 | Device company acquired by Merz Pharma |
| TPG | Vice President (Healthcare) | Apr 2008 – Jun 2012 | Private equity investing focus |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in proxy |
| Private/Other | See Past Roles | — | Prior operating roles (above) |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member (as of fiscal 2025) .
- Committee chair roles: None (Audit Chair: Bimal Shah; Compensation Chair: Areta Kupchyk; Nominating Chair: Jason Aryeh) .
- Independence: Board determined Lin is independent; non-independent directors are CEO Richard Cunningham, Aron English, and Nathaniel Calloway due to ownership ties .
- Attendance: Board met 4 times in the last fiscal year; each director attended at least 75% of board and committee meetings while serving . Audit Committee met 4x; Compensation Committee met 5x .
- Board leadership: Independent Chairperson (Dr. Joseph Lawler) separate from CEO .
Fixed Compensation
| Element | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $1,000 | As paid in FY2024 for Lin |
| Cash policy (current) | $1,000 annual cash retainer; $10,000 for Board Chair; $10,000 for each committee chair | Board retained current cash policy (did not adopt higher cash amounts) |
Performance Compensation
| Equity Component | Shares / $ | Grant/Status | Vesting / Terms |
|---|---|---|---|
| FY2024 option awards (grant-date fair value) | $67,236 | Granted during FY2024 | SEC ASC 718 valuation; not actual realized value |
| Options outstanding (as of 6/30/2024) | 156,864 shares | Open awards at FY-end | Aggregate outstanding director options (Lin) |
| Initial director grant (policy) | 50,000 options | Upon appointment | Vests monthly over 3 years; under 2020 Plan |
| Annual re-election grant (policy) | 25,000 options | On annual meeting date | Vests monthly or earlier of 1 year or next annual meeting |
| Expected 2025 annual allocation (equity top-up) | 4,964 options to Lin | Aggregate 38,385 options allotted among directors | Allocation by position; subject to approval at the meeting |
The Compensation Committee engaged Pearl Meyer for market benchmarking; equity was emphasized and cash increases were not adopted to preserve cash .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Board interlocks/affiliations | Co-directors Aron English (President/PM of 22NW) and Nathaniel Calloway (22NW analyst/partner) reflect significant shareholder representation on the Board |
| Controlled company risk | Post-December 2024 private placement, English beneficially owns ~51% and the company may qualify as a controlled company under Nasdaq; potential governance exemptions may be used (company states it has no plans to do so) |
Expertise & Qualifications
- Medical/scientific training (MD, honors) and biotech operating leadership; healthcare investing experience at TPG .
- Audit Committee “financial expert” designation applies to Bimal Shah and Jason Aryeh; Lin is not designated as a financial expert .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Total | Notes |
|---|---|---|---|
| Kenneth Lin | 129,058 | <1% | Options exercisable within 60 days of record date |
| Kenneth Lin (options outstanding) | 156,864 | — | As of 6/30/2024 |
- Hedging/pledging prohibited: Insider Trading Policy bans short sales, options, hedging transactions, margin accounts, and pledges for directors and related persons .
- Clawback policy: Board adopted a clawback policy for performance-based compensation in the event of an accounting restatement .
Governance Assessment
-
Strengths
- Independence and dual-committee service (Audit and Compensation) enhance oversight in financial reporting and pay practices .
- Board declassification proposal moves to annual director elections, aligning with best practices and increasing accountability .
- Clawback policy and strict insider trading restrictions (including hedging/pledging bans) support investor alignment and risk controls .
- Attendance thresholds met; active committee cadence (Audit 4x; Compensation 5x) indicates engagement .
-
Risks / RED FLAGS
- Controlled company dynamics: A single shareholder (English/22NW) at ~51% voting power increases risk of influence over elections, compensation, and strategic actions; potential use of controlled company exemptions could weaken governance (company states no current plan to do so) .
- Related-party exposure: Financing arrangements and a large private placement with 22NW (and a prior loan framework with 22NW/JFL) necessitate robust independent oversight; Lin’s Audit Committee role is central to reviewing such transactions .
- Lock-up removal proposal: Enabling voting/transfer of 22NW’s 10,101,010 shares restores full control to the majority holder; while aimed at Nasdaq compliance, it heightens concentration risk and market overhang concerns .
Implication: Lin’s independence and committee roles are positives, but investor confidence hinges on the Board’s handling of concentrated ownership and related-party transactions under rigorous committee oversight and transparent disclosures .