Amit Kumar
About Amit Kumar
Dr. Amit Kumar is Chairman and Chief Executive Officer of Anixa Biosciences (ANIX), serving as CEO since July 2017, Chairman since August 2016, and a director since November 2012; he is age 60 as of the 2025 proxy record date . He holds an A.B. in Chemistry (Occidental), a Ph.D. from Caltech (after graduate studies at Stanford and Caltech), and completed post‑doctoral training at Harvard; he has led and served on boards of multiple public and private technology and biotech companies . ANIX is a pre‑revenue biotech; the Compensation Committee does not rely on a single financial metric for pay decisions; Pay‑vs‑Performance shows cumulative TSR values of $117.40 (FY2022), $66.25 (FY2023), and $73.38 (FY2024) on a $100 base (peers: $65.81, $53.07, $77.75), and net losses of $13.8m, $9.9m, and $12.7m respectively . Dr. Kumar combines the roles of CEO and Chairman; ANIX utilizes a Lead Independent Director structure to mitigate independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anixa Biosciences | Vice Chairman of the Board | Jun 2015–Aug 2016 | Board leadership prior to becoming Chairman/CEO |
| Anixa Biosciences | Strategic Advisor | Sep 2012–Jul 2017 | Guided strategy prior to assuming CEO role |
| Anixa Diagnostics Corp. (subsidiary) | Executive Chairman | Jun 2015–present | Subsidiary oversight |
| CombiMatrix Corporation (NASDAQ) | President & CEO; Director | Sep 2001–Jun 2010 (CEO); Sep 2000–Jun 2012 (Director) | Led public biotech company |
| Acacia Research Corporation (NASDAQ) | VP, Life Sciences; Director | Jul 2000–Aug 2007 (VP); Jan 2003–Aug 2007 (Director) | Life sciences investing/oversight |
| Geo Fossil Fuels LLC | Chief Executive Officer | Dec 2010–Jun 2015 | Energy company CEO; resigned upon Anixa Exec Chair appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascent Solar Technologies (public) | Chairman of the Board | Jun 2007–Sep 2022 | Public solar company governance |
| Aeolus Pharmaceuticals (public) | Director | Jun 2004–Jun 2018 | Public biotech governance |
| Actym Therapeutics (private) | Chairman | Until Jan 2023 | Private biotech oversight |
| American Cancer Society | Board Member | 2016–2022 | Non‑profit board service |
| EdisonXFC (private) | Chairman, Co‑founder | Apr 2023–present | Private company leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 720,331 | 785,463 |
| Cash Bonus ($) | 500,000 | 500,000 |
| All Other Compensation ($) | 65,220 (home office, medical insurance reimbursement, 401k contributions) | 97,574 (home office, medical insurance reimbursement, 401k contributions) |
| Total Reported Compensation ($) | 3,639,651 | 3,476,037 |
Notes:
- Target bonus percentage not disclosed in the proxy .
Performance Compensation
Option Grants in FY 2024
| Grant Date | Options (#) | Exercise Price ($) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 1/12/2024 | 700,000 | 4.39 | 2,093,000 |
Outstanding Option Awards (selected, as of 10/31/2024)
| Description | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Legacy grant | 200,000 | — | 2.92 | 2/18/2026 | Fully vested |
| Legacy grant | 600,000 | — | 3.70 | 5/08/2028 | Fully vested |
| Legacy grant | 500,000 | — | 3.70 | 5/08/2028 | Fully vested |
| Legacy grant | 520,000 | — | 3.84 | 12/12/2029 | Fully vested |
| Legacy grant | 1,000,000 | — | 2.83 | 12/23/2030 | Fully vested |
| Legacy grant | 500,000 | — | 4.02 | 6/01/2031 | Fully vested |
| Performance price‑hurdle grant | 500,000 | 1,500,000 | 4.02 | 6/01/2031 | Vests 25% at 5‑day avg close ≥$5.00; +25% at ≥$6.00; +25% at ≥$7.00; +25% at ≥$8.00 |
| Time‑based grant (2022) | 444,320 | 55,680 | 2.74 | 3/10/2032 | 36 monthly installments 3/31/2022–2/28/2025 |
| Time‑based grant (2023) | 427,658 | 272,342 | 4.19 | 1/03/2033 | 36 monthly installments 1/31/2024–12/31/2027 |
| Time‑based grant (2024) | 194,440 | 505,560 | 4.39 | 1/12/2034 | 36 monthly installments 1/31/2025–12/31/2028 |
Performance metric framework:
- As a pre‑revenue biotech, ANIX uses qualitative factors (program progress, expenses, cash) and “no single financial performance measure” to determine pay; the committee sets annual objectives and reviews progress rather than applying fixed weightings or formulaic payouts .
Vesting/selling pressure considerations:
- Material monthly vesting continues through 12/31/2028 on time‑based grants, and an additional 1.5 million performance options vest in 25% tranches upon sustained stock price thresholds of $5/$6/$7/$8 (5‑day averages), which can create event‑driven unlocks and potential liquidity overhang near those price levels .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,696,344 shares; 15.3% of outstanding |
| Shares Outstanding (Record Date) | 32,196,862 |
| Options exercisable within 60 days (2010 Plan) | 200,000 shares |
| Options exercisable within 60 days (2018 Plan) | 4,936,419 shares |
| Hedging/Pledging | Company discloses no practices or policies restricting hedging/offsetting transactions by employees/directors |
| Ownership Guidelines | Not disclosed |
| Director Pay for Employee Director | Dr. Kumar receives no additional compensation for board service |
Breakdown of outstanding equity (selected grants):
- Exercisable vs unexercisable shown per‑grant above; continuing monthly vesting through 2028 and price‑hurdle vesting for the 6/1/2031 grant .
Employment Terms
- Employment Agreements: None; Dr. Kumar is an at‑will employee .
- Change‑in‑Control (CIC): All unvested time‑ and performance‑based options accelerate and become immediately exercisable upon a “change in control,” without a termination requirement (single‑trigger); estimated intrinsic value of accelerated options as of 10/31/2024 was $42,317 for Dr. Kumar .
- CIC Definition (plan): Includes (i) ownership change >50% voting power, (ii) effective control: 30% voting power acquisition or board majority turnover not endorsed by incumbent board, and (iii) sale of ≥40% of gross asset value, each as defined consistent with IRC 409A .
- Severance/COC Multiples, Non‑compete/Non‑solicit, Garden Leave, Post‑termination Consulting: Not disclosed .
Board Governance (Board Service History, Committees, Dual-Role Implications)
- Board Service: Director since 2012; Chairman since 2016; CEO since 2017 .
- Dual Role: CEO and Chairman; ANIX appoints a Lead Independent Director (Lewis H. Titterton, Jr.) who presides over independent sessions and serves as liaison to the CEO to mitigate concentration of power .
- Independence: Board majority independent; Dr. Kumar is not independent as an employee .
- Committees (independent members only): Audit (Chair: Titterton; Members: Baskies, Gottschalk; Titterton is “audit committee financial expert”) ; Compensation (Chair: Titterton; Members: Baskies, Gottschalk) ; Nominating & Corporate Governance (Chair: Baskies; Members: Titterton, Gottschalk) .
- Attendance: Board met 7 times in FY2024; Dr. Kumar attended all meetings he was eligible to attend; all committee members met ≥75% thresholds (and in most cases all meetings) .
Say‑on‑Pay & Shareholder Feedback (Votes)
| Meeting Date | Result | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 3/10/2022 | Approved | 6,670,331 | 2,450,849 | 188,009 | 9,914,423 |
| 3/09/2023 | Approved | 9,166,107 | 1,816,322 | 221,564 | 9,765,865 |
| 3/21/2024 | Approved | 6,010,385 | 1,843,353 | 123,415 | 10,544,633 |
| 3/20/2025 | Approved | 6,614,575 | 3,364,480 | 170,683 | 10,541,515 |
Additional 2025 vote: Stockholders selected “One Year” frequency for future say‑on‑pay votes (1‑year: 8,735,450; 2‑years: 168,766; 3‑years: 1,058,421; abstain: 187,101; broker non‑votes: 10,541,515) .
Pay‑Versus‑Performance (context)
| Year | PEO Total Comp (SCT) ($) | PEO Compensation Actually Paid (CAP) ($) | Company TSR (Value of $100) | Peer Group TSR (Value of $100) | Net Loss (millions) |
|---|---|---|---|---|---|
| 2022 | 2,159,033 | 4,767,747 | 117.40 | 65.81 | 13.8 |
| 2023 | 3,639,651 | (2,620,710) | 66.25 | 53.07 | 9.9 |
| 2024 | 3,476,037 | 3,129,297 | 73.38 | 77.75 | 12.7 |
Notes:
- Company states no single “Company‑Selected Measure” due to pre‑revenue model; the committee considers R&D progress, cash position, and operating expenses among other factors .
Investment Implications
- Alignment vs Control: Dr. Kumar’s 15.3% beneficial ownership meaningfully aligns incentives but also concentrates influence; presence of a Lead Independent Director and fully independent committees partially mitigates governance risk from the CEO‑Chair dual role .
- Pay Mix and Signals: Compensation is equity‑heavy via options; the 1.5 million performance options with price hurdles at $5/$6/$7/$8 create clear event‑driven catalysts and potential supply when tranches vest, while large time‑based grants vest monthly through 2028—both dynamics can influence near‑term trading flows as thresholds/month‑ends approach .
- Retention/Contract Risk: At‑will employment with no disclosed severance multiples reduces entrenchment and raises retention optionality; however, single‑trigger CIC acceleration is shareholder‑unfriendly vs double‑trigger structures and could incentivize deal‑related vesting without a termination condition .
- Shareholder Support: Say‑on‑pay has passed each of the last four annual meetings, indicating continued support for the pay program amid pre‑revenue status; stockholders reaffirmed annual say‑on‑pay frequency in 2025 .
- Policy Gaps: The absence of anti‑hedging restrictions is a governance red flag for alignment, as insiders may hedge downside; no ownership guidelines are disclosed .