Kameel Farag

About Kameel Farag

Kameel Farag (age 47) is an independent director at BioVie Inc. (BIVI) since 2025, serving on the Audit Committee. He is a biotech and global finance executive with prior senior roles at Aspen Neuroscience (CFO/Treasurer and head of business operations), Ionis Pharmaceuticals (SVP Finance), and Amgen (regional CFO and international finance leadership). He holds a BA from the University of California, Santa Barbara . He was appointed to the Board effective July 17, 2025; the Company reported no related-party transactions involving Farag upon appointment and affirmed his participation in the non-management director compensation program .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Committee comprises Kameel D. Farag, James Lang (Chair; audit committee financial expert), and Michael Sherman, all independent under Nasdaq rules .
• Independence: The Board determined Farag is independent under Nasdaq listing standards .
• Attendance: In FY2025 the Board held 7 meetings, Audit 4, Compensation 2, Nominating 1; all directors attended at least 75% of aggregate Board and committee meetings on which they served .
• Election/engagement: At the Nov 10, 2025 annual meeting, Farag received 1,513,476 “For,” 39,872 “Withhold,” and 1,864,509 broker non‑votes .

• Appointment context: Board size increased from 4 to 6; Farag appointed July 17, 2025 . No arrangements/understandings or related-party transactions tied to his appointment disclosed .

Fixed Compensation

• Governance framework: Bylaws allow fixed fees for meeting attendance; no stated salary for directors .
• FY2025 director compensation disclosure: The non‑employee director table lists cash fees and option/RSU awards for several directors; no specific FY2025 compensation amounts are disclosed for Farag in that table .

Board-wide equity program highlights (FY2025):

• Directors elected RSUs or options: 6,690 RSUs granted (aggregate grant-date market value $224,784) and options to purchase 28,137 shares (aggregate grant-date FV $490,797) across the Board; additional option amounts for committee chairs/members per role .

Performance Compensation

• Plan architecture: Directors are eligible participants under the 2019 Omnibus Equity Incentive Plan (amended/restated Nov 10, 2025 to 3,100,000 shares authorized) .
• Change-in-control: The plan does not automatically accelerate awards; treatment determined by award agreements or Compensation Committee discretion .
• Termination provisions: Vested options generally exercisable for 90 days post‑termination; up to 1 year for death or disability, subject to award terms; unvested RS/RSUs forfeited unless Committee decides otherwise .
• Anti‑hedging: Insider trading policy restricts puts, calls, short sales .
• Award agreements may include excise tax gross‑up language for change‑in‑control payments (committee discretion) .

Performance metrics disclosure (directors):

• No specific performance metrics tied to director compensation are disclosed; the plan permits Performance Stock and Performance Unit awards with Committee‑set goals, but no director‑specific metrics are reported .

Other Directorships & Interlocks

Expertise & Qualifications

• Biotech finance and operations; scaling companies, capital markets execution, manufacturing build‑out (Aspen Neuroscience) .
• Senior finance roles in large-cap pharma (Amgen) and public biotech (Ionis) .
• Education: BA, UC Santa Barbara .

Equity Ownership

• Form 3 (initial statement): “No securities are beneficially owned.” Event date 07/17/2025; filed 10/27/2025; signed via POA by CFO Joanne Wendy Kim .
• Beneficial ownership (proxy record date Sept 22, 2025): Farag reported no shares; all directors and officers as a group held 65,312 shares (0.9%) out of 7,535,080 outstanding .

Insider filings summary:

Governance Assessment

• Positive signals:

  • Independence and committee service: Independent director on Audit Committee; strengthens financial oversight .
  • Attendance: At least 75% meeting attendance in FY2025; acceptable engagement .
  • Shareholder support: Strong “For” vote totals in 2025 election (1,513,476 For vs. 39,872 Withhold) .
  • Conflicts: No related‑party transactions disclosed involving Farag; Board reviews/approves any such transactions per policy .
  • Risk controls: Anti‑hedging policy in place for all insiders .

• Watch items / RED FLAGS:

  • Initial lack of share ownership: Farag reported zero beneficial ownership at appointment and at the FY2025 record date; monitor for future equity alignment through director grants or open‑market purchases .
  • Equity plan scale and change‑in‑control discretion: 2019 Plan expanded to 3,100,000 shares with award treatment at Committee discretion upon change‑in‑control; while common for small‑cap biotech, investors should monitor grant practices and potential dilution .

• Context on compensation framework:

  • Directors may receive fixed meeting fees and equity awards (RSUs/options); no director‑specific performance metrics disclosed, and no automatic vesting acceleration on change‑in‑control .

Sources

• Appointment and independence: 8‑K (July 23, 2025) and 2025 DEF 14A .
• Committee membership, Board attendance: 2025 DEF 14A .
• Election results: 8‑K (Nov 12, 2025) .
• Director compensation framework and FY2025 board‑wide grants: 2025 DEF 14A .
• Plan terms: 2025 DEF 14A .
• Ownership: 2025 DEF 14A and Form 3 .