J. Kevin Buchi

About J. Kevin Buchi

Independent director at Benitec Biopharma (BNTC); Audit Committee Chair and member of the Compensation and Nominating & Corporate Governance Committees. Director since April 2013; age 70; background spans CEO of Cephalon (2010–2011) through sale to Teva (then Corporate VP, Global Branded Products at Teva), former CEO of BioSpecifics Technologies and TetraLogic; prior roles at Cephalon include COO, CFO, and Head of Business Development. Education: B.A. in chemistry (Cornell) and Masters in Management (Kellogg, Northwestern); Certified Public Accountant . Currently also a director at Amneal Pharmaceuticals (NASDAQ: AMRX) .

Past Roles

External Roles

Board Governance

• Classification, independence, and attendance

  • Classified board (three classes, staggered terms). Buchi is a Class II director; current term expires at the 2027 annual meeting .
  • Board size: 6 (CEO, CFO, and 4 outside directors). Four are independent; independence of members is determined under SEC/Nasdaq rules .
  • Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in the last fiscal year; all directors attended the 2024 annual meeting .
  • Board held 11 meetings in the last fiscal year .

• Committee assignments and activity

  Committee	Role	Independence	Meetings (FY ended Jun 30, 2025)	Notes
  Audit	Chair	Board determined independent under Rule 10A-3 and Nasdaq	5	Reviews financials, auditor independence; approves related-party transactions
  Compensation	Member	Board determined independent	9	Oversees exec and director comp; administers Clawback Policy; retained Radford (AON) as advisor in FY2025
  Nominating & Corporate Governance	Member	Board determined independent	1	Oversees governance guidelines, board composition, committee membership

• Policies and controls

  • Hedging & pledging banned for directors, officers, employees (no margining/pledging company stock) .
  • Audit Committee explicitly reviews/approves related-party transactions; Board has governance guidelines and an insider trading policy .
  • Indemnification agreements in place for directors to fullest extent under Delaware law .

Fixed Compensation

• Director fee schedule (FY ended Jun 30, 2025)

  Fee Component	Amount (USD)
  Annual cash retainer (non-employee director)	$40,000
  Audit Chair	+$15,000
  Compensation Committee member (non-chair)	+$5,000
  Nominating Committee member (non-chair)	+$4,000

• Individual director compensation – J. Kevin Buchi

  Metric	FY 2024	FY 2025
  Fees Earned or Paid in Cash ($)	$64,000	$64,000
  Option Awards ($)	$95,970	$368,410
  All Other Compensation ($)	—	—
  Total ($)	$159,970	$432,410

• Outstanding director option awards at fiscal year-end

  As of	Options Outstanding (#)
  Jun 30, 2024	37,798
  Jun 30, 2025	73,503

Performance Compensation

• Director equity awards and vesting

  Grant Date	Instrument	Number	Exercise Price	Vesting	Expiration	Accounting Fair Value
  Dec 6, 2023	Stock options	35,000	Not disclosed in proxy section	Vests in three equal installments on the day prior to each of the next three annual meetings	Not disclosed in this section	Included in FY2024 director equity; $95,970 aggregate value for Buchi
  Dec 9, 2024	Stock options	35,000	$12.18	Vests in full on earlier of next annual meeting or 1-year from grant (Dec 9, 2025)	Dec 9, 2034	Buchi FY2025 option awards valued at $368,410

• Plan-level change-in-control (CIC) terms (2020 Equity & Incentive Plan)

  • “Upon the consummation of a Change in Control, all unvested stock options will immediately vest as of immediately prior to the Change in Control.” Single-trigger acceleration for options under the 2020 Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep public-company C-suite experience (CEO/CFO/COO), extensive deal and integration background (Cephalon sale to Teva); strong financial literacy (CPA) and pharma operating experience supporting Audit Chair role .
• Education: Cornell (B.A. chemistry); Kellogg (Masters in Management) .

Equity Ownership

• Beneficial ownership (as of dates shown)

  Date (Record)	Shares Beneficially Owned	% Outstanding	Notes/Breakdown
  Oct 10, 2025	165,041	<1%	Includes 103,910 shares held by a trust whereby Buchi is the sole beneficiary, and options to acquire 61,131 shares that have vested or will vest within 60 days; shares outstanding: 26,250,469
  Oct 17, 2024	127,904	<1%	Per 2024 proxy ownership table
  Jul 25, 2024	106,003	1.1%	Per special meeting proxy; methodology per table

• Insider trades (Forms 4)

  Date	Type	Security/Details	Quantity/Price	Notes
  Dec 9, 2024 (filed Dec 11)	Award (A)	Stock options	35,000 @ $12.18; expire 12/9/2034	Vest earlier of next annual meeting or 12/9/2025
  Feb 27, 2025 (filed Mar 3)	Exercise (M)	Common Warrants → Common Stock	51,813; $0 price shown for derivative; warrants at $3.86	Derivative exercise; post qty of derivative zero
  Mar 12, 2025 (filed Mar 13)	Gift (G)	Common Stock	103,626 transferred for $0	Gift to a trust; Buchi trustee, son sole beneficiary; post: 284 shares direct, 103,626 indirect by trust

• Trading/holding policies

  • Hedging and pledging of company securities prohibited for directors; no pledging permitted under policy .

Governance Assessment

• Positives

  • Independent director with deep finance and operating credentials; serves as Audit Committee Chair; Audit Committee oversees auditor independence and related-party transactions .
  • Active engagement: committee workloads (Audit 5 meetings; Compensation 9; Nominating 1) and Buchi met ≥75% attendance threshold; Board met 11 times; attended 2024 annual meeting .
  • Compensation structure aligns director pay toward equity, with clear vesting schedules; third-party advisor (Radford) used by Compensation Committee; Clawback Policy administered .

• Watch items and potential red flags

  • Classified (staggered) board structure may reduce director accountability/flexibility; Buchi’s term extends to 2027 .
  • Ownership concentration: Suvretta Capital and affiliates beneficially own ~49.9%; independence of director Mehta (Suvretta) was considered by the Board—an important context for minority shareholders (not specific to Buchi, but relevant to overall board dynamics) .
  • Single-trigger option acceleration upon change in control under the 2020 Plan can be investor-unfriendly versus double-trigger structures .
  • Trust transfers: Buchi gifted 103,626 shares to a trust for his son (Buchi trustee); not inherently a red flag, but investors often monitor inter-family transfers for alignment implications .

No Buchi-specific related-party transactions were disclosed since July 1, 2024; Audit Committee must review/approve any such transactions .

Notes and Additional Context

• Committee membership summary: Audit (Chair), Compensation (Member), Nominating (Member) .
• Independence: Board deemed Audit, Compensation, and Nominating members (including Buchi) independent under SEC/Nasdaq rules .
• Director equity awards to Buchi and peers: 35,000 options granted Dec 9, 2024; one-year or next annual meeting vest; consistent with director equity program .