Joanne Kim
About Joanne Kim
Joanne Wendy Kim (age 70) is Chief Financial Officer of BioVie Inc., serving since October 2018; she moved from a half-time capacity to full-time effective July 1, 2021 . A CPA with 35+ years of accounting and finance experience, she previously held senior roles at BDO USA’s National Office (SEC Department) and BDO LLP UK (US desk), earlier at KPMG, and served as CFO for Landmark Education Enterprises and other public entities; she also provided interim CFO services through Group JWK (2016–2018) . Education: BSA in accounting and finance, California State University, Long Beach . Company performance context during her tenure (per Item 402(v) “Pay vs. Performance” disclosures): BioVie reported cumulative TSR “value of a $100 investment” of $2.15 in FY2025 vs. $9.30 in FY2024, with reported net loss of $(17.9) million in FY2025 and $(33.0) million in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Group JWK | Interim CFO (various organizations) | 2016–2018 | Oversaw corporate finance/operations; closed eight acquisitions; secured bank financings; implemented new policies |
| Landmark Education Enterprises | Chief Financial Officer | — | CFO experience in entertainment/education sector |
| BDO USA, LLP (National Office – SEC Dept.) | Director | 2008–2016 | Advised on accounting/SEC reporting/regulatory matters |
| BDO LLP UK | US Desk (secondment) | 2008–2016 | Cross-border SEC and technical accounting support |
| KPMG | Senior Manager | — | Audit/technical accounting foundation |
External Roles
- No public-company directorships or committee roles disclosed for Ms. Kim .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary | $235,000 | $246,750 | $270,000 | $295,000 |
| Cash Bonus (Actual) | $127,656 | $150,625 | $0 | $105,000 |
| Total Reported Compensation | $944,999 | $723,874 | $339,252 | $420,621 |
Notes:
- Ms. Kim was full-time effective July 1, 2021 (context for FY2022) .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Stock Awards (RSUs) – Grant-date FV | $0 | $242,499 | $34,602 | $0 |
| Option Awards – Grant-date FV | $582,343 | $84,000 | $34,650 | $20,621 |
Vesting terms (plan-level and award cohorts):
- Options granted 8/20/2021: 20% vested at grant; remaining vests in five equal annual installments beginning first anniversary .
- Options granted 6/7/2023: 25% vested at grant; remainder vests in four equal annual installments beginning first anniversary .
- RSU 11/23/2022: 25% vested at grant; remainder vests in three equal annual installments beginning first anniversary .
Outstanding equity awards (as of June 30, 2025):
| Grant Date | Options Exercisable | Options Unexercisable/Unearned | Exercise Price | Expiration | RSUs Unvested | RSU Market Value |
|---|---|---|---|---|---|---|
| 10/01/2020 | 8 | — | $954.00 | 10/01/2025 | — | — |
| 08/20/2021 | 845 | 397 | $774.00 | 08/20/2031 | — | — |
| 11/23/2022 | — | — | — | — | 100 | $925 |
| 06/07/2023 | 120 | 80 | $578.00 | 06/07/2033 | — | — |
| 06/24/2024 | 660 | 330 | $47.40 | 06/24/2034 | — | — |
| 12/20/2024 | 480 | 962 | $19.00 | 12/20/2034 | — | — |
Additional plan mechanics:
- If service terminates, vested options generally exercisable for 90 days; up to one year for death/disability; unvested RSUs/RS forfeited; all awards forfeited for “cause” .
- The 2025 proxy includes Proposal 3 to restate the 2019 Plan to increase share reserves to 3.1 million and “exercise vesting of all issued and outstanding RSUs and stock options as of September 22, 2025,” subject to shareholder approval .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Ownership % | Notable Footnotes |
|---|---|---|---|
| Sep 22, 2025 | 3,054 | <1% | Includes options to purchase 2,113 shares and 100 RSUs exercisable/vestable within 60 days |
| Sep 17/30, 2024 | 21,456 | <1% | Company had 7,982,986 shares outstanding for the table |
Policy and alignment considerations:
- Insider trading policy prohibits hedging (e.g., puts, calls, short sales) .
- Plan-level clawback: performance-based awards may be reduced/forfeited/recouped if financials are corrected/restated as required by law .
- Transfer restrictions: awards cannot be assigned/transferred/encumbered/pledged except limited conditions (e.g., by will/descent or certain family gifts) .
- No stock ownership guidelines or pledging of common stock disclosed for executives in the proxy statements reviewed .
Employment Terms
| Term | Details |
|---|---|
| Role start date | CFO since October 2018; full-time effective July 1, 2021 |
| Contract/agreements | “Employment Agreements” sections included, but no specific contract economics disclosed for Ms. Kim |
| Severance/CIC | 2024 proxy states no arrangements providing payments to NEOs at or following termination or change-of-control |
| Equity on termination | Vested options exercisable 90 days (up to one year for death/disability); unvested RSUs forfeited; awards forfeited for cause |
| Change-of-control (plan) | “Change of Control” definition provided in plan; potential tax considerations noted (280G) |
| Clawback | Plan-level clawback for performance-based awards per applicable law |
| Anti-hedging | Hedging prohibited by insider trading policy |
Investment Implications
- Pay mix and incentives: Ms. Kim’s compensation is modest and increasingly cash-oriented in FY2025 (salary $295k; bonus $105k) with smaller equity grant values (options $20.6k; no RSUs), after higher equity values in FY2023 . This mix suggests limited immediate dilution from her awards and moderate pay-for-performance through time-based vesting rather than explicit financial/TSR metrics .
- Vesting and potential selling pressure: Multiple option grants vest through 2027 with exercise prices ranging from $19 to $774 (reverse-split adjusted), and a 11/23/2022 RSU tranche still present as of 6/30/2025; Proposal 3 (if approved) would accelerate vesting of all outstanding RSUs and options as of 9/22/2025, potentially pulling forward supply from insiders, including the CFO .
- Ownership alignment: Ms. Kim’s beneficial ownership is <1% (3,054 shares as of 9/22/2025, including near-term exercisables), down from 21,456 shares reported in 2024, consistent with the 1:10 reverse split in July 2025 and updated counts; alignment exists but is modest in scale vs. shares outstanding .
- Governance risk controls: Anti-hedging and plan clawback features reduce misalignment risk; 2024 proxy discloses no severance/CIC cash arrangements, limiting parachute concerns but also implying less retention protection for key executives like the CFO .
- Performance backdrop: Company-reported TSR “value of $100 investment” declined from $9.30 (FY2024) to $2.15 (FY2025) with continued net losses, underscoring execution risk and potential challenges linking pay to shareholder outcomes; equity grants have largely time-based vesting rather than disclosed financial metrics .
Section 16(a) note: the company disclosed Forms 4 for Ms. Kim on July 12, 2024 and January 7, 2025, but did not provide transaction-level detail in the proxy **[1580149_0001520138-25-000287_bivi-def14a.htm:18]**.