Keith Walker
About Keith Walker
Keith Walker, Ph.D., age 76, is an independent director of Cibus, Inc. (CBUS). He has over 40 years of experience in agricultural biotechnology, including founding roles and senior leadership across crop genetics and trait development. Education: B.A. from the College of Wooster; Ph.D. in Biology from Yale University. Board tenure: served on the Cibus Global, LLC board since July 2014 and was appointed to the Cibus, Inc. board in connection with the May 31, 2023 merger transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cibus Global, LLC | President & CEO | Nov 2001 – Jul 2014 | Co-led development of RTDS technologies; instrumental in company formation |
| Plant Genetics, Inc. (PGI) | Co-Founder, Director, VP of Research | Not disclosed | Early genetic research leadership; foundational crop genetics work |
| Agrigenetics, Inc.; Mycogen Seeds | Management roles post-acquisition | Not disclosed | Led programs in crop genetics; operational leadership post-acquisition |
| Monsanto | Research roles | Not disclosed | Scientific roles in agricultural biotechnology |
External Roles
| Organization | Role | Tenure | Type | Notes/Impact |
|---|---|---|---|---|
| Valley Oils Partners, LLC | Founder, Chair & CEO | Founded 2014 – Present | Private | Founded and leads oils-focused venture; board chair |
| Other public company boards | — | — | — | None disclosed in proxy biography |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Walker is independent under Nasdaq and Rule 10A-3 |
| Board attendance | Each director attended >75% of Board and committee meetings in 2024; Board met 24 times (plus 7 consents) |
| Committees | Audit Committee (member; Audit Chair is Mark Finn); Nominating & Corporate Governance Committee (member; Chair is Mark Finn) |
| Audit committee expertise | Qualifies as an “audit committee financial expert”; meets financial literacy/sophistication requirements |
| Executive sessions | Independent directors meet at least quarterly |
| Committee | Role | Financial Expert | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Yes | 9 |
| Nominating & Corporate Governance | Member | N/A | 6 |
| Compensation | Not a member | N/A | 6 |
| Strategy | Not a member | N/A | 3 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 60,000 | Paid semi-annually; standard non-chair rate |
| Committee chair fees | — | Not a chair; chair fees apply to leads/chairs only |
| Meeting fees | — | Not disclosed/applicable |
| Equity – Option awards (grant-date fair value) | 142,435 | Includes standard annual option (~$90k grant value, 10-year term) and additional grant for 2023 service ($52,478) |
| RSUs | — | None disclosed for Walker |
| Total 2024 director compensation | 202,435 | Cash + option awards |
Director equity policy: U.S.-domiciled non-employee directors receive annual options (~$90k grant-date value; 10-year term) generally vesting by the first anniversary or next annual meeting; prorated awards for mid-year appointees .
Performance Compensation
| Performance Metric | Application to Director Pay | Evidence |
|---|---|---|
| Financial/operational targets (e.g., revenue, EBITDA, TSR) | Not applicable to director compensation; director equity awards are time-based, not performance-based | Director compensation policy describes option awards; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography |
| Committee interlocks | Not disclosed; Compensation Committee engaged independent consultant (Aon) with no conflicts |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
| Area | Detail |
|---|---|
| Technical | 40+ years in agricultural biotechnology; leadership in gene editing and trait development |
| Financial oversight | Audit Committee member and “financial expert” designation |
| Education | B.A. College of Wooster; Ph.D. Biology, Yale University |
| Board qualifications | Extensive sector experience; former CEO; founding executive capabilities |
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Shares | % of Total | Notes |
|---|---|---|---|---|---|---|---|
| Keith Walker (beneficial ownership) | 96,460 | * | 14,518 | * | 110,978 | * | Includes 12,277 options exercisable within 60 days |
Additional alignment controls:
- Hedging/derivatives: Prohibited for directors; short sales and derivatives barred .
- Pledging/margin: Generally restricted; to company’s knowledge, no pledged securities in 2024 .
“*” = less than 1% .
Insider Trades and Section 16(a) Compliance
| Item | 2024 Status |
|---|---|
| Late Form 4 filings (Walker) | None disclosed; late filings noted for other directors/executives, but not Walker |
Related Party Transactions and Conflicts
| Item | Detail | Potential Risk |
|---|---|---|
| Warrant Transfer and Exchange Agreement (Royalty Liability) | Legacy investors receive quarterly payments equal to a portion of “subject revenues” (capped at 10%) once 12-month subject revenues ≥ $50.0M; investors entitled include Dr. Walker; secured by senior security interest in specified IP | RED FLAG: Ongoing payment rights to directors tied to corporate revenues; secured interest in IP could create perception of misaligned incentives if governance controls are weak |
| Family employment | Andrew Walker (son) is VP, Trait Delivery Operations; compensation: $144,365 (2023, post-merger), $429,818 (2024), ~$114,097 YTD 2025; disclosed under related persons | RED FLAG: Familial relationship within management; requires robust related-party oversight and recusal protocols |
| Related-person policy | Transactions >$120k reviewed under written policy by Audit Committee; legacy Cibus transactions deemed approved; future amendments subject to policy | Mitigant: Formal review/approval framework; Audit Committee oversight |
Governance Assessment
- Strengths: Independent director; Audit Committee “financial expert”; member of both Audit and Nominating committees; >75% attendance; hedging/pledging prohibited; independent compensation consultant engaged with no conflicts .
- Alignment: Holds 96,460 Class A and 14,518 Class B shares; 12,277 options exercisable within 60 days; director pay is standard mix of cash retainer and time-based options; no performance-linked director pay metrics disclosed .
- Risks/Red Flags: (1) Legacy revenue-sharing Royalty Liability includes payments to Walker and other insiders; secured by IP; (2) Son employed in a senior role with significant compensation, presenting related-party exposure; both require tight Audit/Nominating oversight and recusal on relevant matters .
- Overall implication: Governance structures (independence, committee memberships, attendance, policies) are solid, but investors should monitor related-party matters (royalty agreement and family employment) for potential conflicts and ensure transparent committee oversight and disclosures continue .