Barbara Lopez Kunz
Aptevo TherapeuticsAbout Barbara Lopez Kunz
Barbara Lopez Kunz is an independent director of Aptevo Therapeutics, serving since August 2016. She is 68 years old per the 2025 proxy and is currently Chief Executive Officer at Caidya, a clinical research organization; her background spans senior roles across healthcare and life sciences, with 14 patents and board governance credentials (NACD certified) . Her education includes an MSc in Polymer Science (University of Akron), completion of INSEAD’s International Executive Program, and prior bachelor’s degrees in biology and chemistry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drug Information Association (DIA) | President & Global CEO | 2013–2023 | Led global digital transformation and governance restructuring |
| Battelle Memorial Institute | President, Global Health & Life Sciences | 2007–2013 | Set and executed strategies for fastest organizational growth |
| Thermo Fisher Scientific (Fisher Biosciences) | EVP & GM | 2003–2007 | Business leadership in biosciences |
| Uniqema (acquired by Croda) | Led Latin America regional business | 2000–2003 | Regional leadership |
| DuPont | Head of Strategy/M&A | 1997–1998 | Corporate strategy/M&A |
| Imperial Chemical Industries (ICI) | Global VP, Enterprise Business Group | 1993–1997 | Global enterprise leadership |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| Caidya (CRO) | Chief Executive Officer; Board Director | Current |
| Aptevo Therapeutics | Director | Since Aug 2016 |
| Werfen | Director | Current |
| Children’s National Hospital | Director (and Vice-Chair at CNHS Research Institute in 2024) | Current |
| Uncommon Cures | Advisor | Current |
| Autonomous ID | Advisor | Current |
Board Governance
- Independence: Aptevo’s Board determined Ms. Kunz is independent under Nasdaq standards; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. In 2023, Board also met 7 times; all directors attended the Annual Meeting and met the 75%+ threshold .
- Board leadership: Separate Chair and CEO; Chair is independent (no lead director needed) .
Committee Assignments (2025)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member: Kunz | Chair: Z. Harsanyi |
| Compensation | Chair: Kunz | — |
| Nominating & Corporate Governance | Member: Kunz | Chair: J. E. Niederhuber |
| Executive | Not listed for Kunz | Chair: Z. Harsanyi |
- Audit Committee meetings: 4 in 2024; all members designated “financial experts” .
- Nominating & Corporate Governance meetings: 2 in 2024 .
Fixed Compensation (Non-Employee Directors Program)
| Element | Amount/Structure |
|---|---|
| Annual cash retainer | $40,000 |
| Board Chair retainer | $50,000 |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Nominating/Gov $15,000; Executive $20,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating/Gov $7,500; Executive $10,000 |
| Annual equity grant | Shifted to 100% RSUs; 2023 grant size was 81 RSUs; vest 1-year cliff; initial equity grant also 81 RSUs |
| Director award limit | Max $1,000,000 (cash + grant-date fair value) per fiscal year |
| Repricing prohibition | Options/SARs cannot be repriced without stockholder approval |
| Tax gross-ups | None provided |
Performance Compensation (Equity, Vesting, Clawbacks)
| Year | Grant Type | Grant Date | Shares Granted | Vesting Terms |
|---|---|---|---|---|
| 2023 | RSUs | June 2, 2023 | 81 | 1-year cliff vest |
| 2024 | RSUs | July 17, 2024 | 25 | 1-year cliff vest |
| Policy features | Clawback/forfeiture | — | — | Awards subject to clawback, forfeiture on misconduct/restatements; applies to anti-hedging/pledging policies |
- Equity mix shift: Board moved to 100% RSUs (from 50% options/50% RSUs) to align with stockholders and reduce volatility focus; annual grants vest on 1-year cliff; initial grants retain 3-year vesting .
- Hedging/Pledging: Hedging by directors is prohibited; awards are subject to anti-hedging/pledging policies through clawback framework .
Other Directorships & Interlocks
- Current roles include CEO and director at Caidya (CRO). Aptevo reported no related person transactions in fiscal 2023 or 2024 under its Related Person Transaction Policy, mitigating direct conflict exposure in that period .
- Committee oversight of related party transactions resides with the Audit Committee .
Expertise & Qualifications
- Deep healthcare/life sciences operating experience (Thermo Fisher, Battelle, DIA) and governance leadership across public and nonprofit entities; NACD-certified board director; 14 patents .
- Education: MSc in Polymer Science (University of Akron); INSEAD international executive program; bachelor’s degrees in biology and chemistry .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Apr 17, 2024 | As of Dec 31, 2024 |
|---|---|---|---|
| Beneficial ownership (shares) | — | 412 | — |
| Ownership % of outstanding | — | <1% (outstanding shares 3,594,058) | — |
| Options exercisable within 60 days | — | 302 | — |
| RSUs vesting within 60 days | — | Included in above footnote | — |
| Options vested | 196 | — | — |
| Options unvested | 20 | — | — |
| RSUs unvested | 87 (81 RSUs granted on 6/2/2023) | — | 1 (from 7/17/2024 grant) |
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 Annual Meeting | Advisory vote on executive compensation | 436,765 | 365,824 | 1,504 | 704,366 |
| 2023 Annual Meeting | Advisory vote on executive compensation | 969,344 | 332,792 | 8,095 | 2,566,806 |
- Directors attendance at annual stockholder meetings: all directors attended the 2023 and 2024 annual meetings .
Governance Assessment
- Strengths: Independent status; Compensation Committee chair; cross-committee coverage (Audit and Nom/Gov); Audit Committee designated financial expert status across members; consistent attendance and engagement (≥75% of meetings) . Equity compensation structured as RSUs with 1-year cliff vesting and robust clawback provisions; hedging prohibited; prohibition on option repricing; no tax gross-ups; director award caps promote pay discipline .
- Alignment: Modest direct ownership (412 shares) and historical options/RSUs; ownership remains below 1% given small float; time-based RSUs support alignment without encouraging excessive risk .
- Shareholder sentiment: Say-on-pay passed in 2023 and 2024, indicating adequate support for compensation structures during periods of strategic financing actions .
- Potential conflicts to monitor: CEO and director role at Caidya, a CRO, could present a related-party risk if Aptevo engages Caidya for services; notably, Aptevo reported no related person transactions in 2023–2024 .
- Board effectiveness: Diverse, seasoned board; separation of Chair and CEO with independent Chair; committee independence at 100% for core committees; regular risk oversight processes across committees .
RED FLAGS
- None disclosed for related-party transactions during 2023–2024; hedging prohibited; repricing prohibited; no tax gross-ups. Monitor for future Aptevo–Caidya engagements due to Ms. Kunz’s executive role, which would require Audit Committee review under the related person policy .
