Kimberly Box
About Kimberly Box
Kimberly A. Box (65) was appointed to the Cibus, Inc. Board of Directors on September 11, 2025. She previously served as President & CEO of Gatekeeper Innovation, Inc. (acquired by RxGuardian) and spent 29 years at Hewlett Packard, most recently as Vice President, Global IT Services until 2009. She holds a B.S. in Business Administration (California State University, Chico), completed Wharton’s Executive Development Program, has NACD Directorship Certification™ (2021), and CERT in Cybersecurity Oversight (Carnegie Mellon, 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gatekeeper Innovation, Inc. (acquired by RxGuardian) | President & Chief Executive Officer | Joined 2016 | Company creates products to keep medications safe |
| Hewlett Packard (NYSE: HPQ) | Vice President, Global IT Services; prior executive roles | 29-year career, left HP in 2009 | Led global IT services; broad technology operations background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGrath RentCorp (NASDAQ: MGRC) | Director | Current | Chair, Compensation Committee; member, Audit and Corporate Governance & Nominating Committees |
| Applied Science, Inc. (private) | Director | Current | Board service (private company) |
| American River Bank (NASDAQ: AMRB) | Director | Former (until 2021 acquisition) | Director until acquisition in 2021 |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Corporate Governance Committee; special committee evaluating strategic alternatives (all effective September 11, 2025) .
- Independence: Nasdaq rules generally require committee members on Audit, Compensation, and Nominating to be independent; Cibus states these committees are composed of independent directors under applicable provisions . Appointment to these committees indicates the Board’s intent for independence.
- Attendance and engagement: The Board held 24 meetings in 2024; each director on the Board attended more than 75% of Board and committee meetings; independent directors meet in executive session at least quarterly. Ms. Box joined in 2025; her attendance has not yet been reported .
- Indemnification: Entered into Cibus’ standard director indemnification agreement at appointment .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $60,000 | Payable semi-annually; prorated for 2025 service from September 11, 2025 |
| Equity compensation | $90,000 grant date value | Subject to Board approval under the 2017 Omnibus Incentive Plan; typical non-employee director awards: U.S.-domiciled directors receive stock options with 10-year term, vesting by the earlier of first anniversary or next annual meeting; prorated for off-cycle appointments |
| Committee chair fees (policy) | $10,000–$25,000 | Lead Director $25k; Comp Chair $12k; Nominating Chair $10k; Audit Chair $15k; Strategy Chair $25k; Ms. Box is not disclosed as a chair at Cibus |
Director compensation is cash plus time-based equity; no meeting fees disclosed; awards vest based on continued service .
Performance Compensation
| Performance Metric | Link to Director Pay | Notes |
|---|---|---|
| None disclosed | Not applicable | Cibus’ non-employee director compensation does not include performance-based metrics (equity awards vest on time/service) . |
Other Directorships & Interlocks
| Company | Industry Relationship to CBUS | Interlock/Conflict Assessment |
|---|---|---|
| McGrath RentCorp (MGRC) | Industrial equipment rental | No CBUS-related party transactions disclosed for Ms. Box; standard independence affirmed at appointment |
| Applied Science, Inc. | Private company | No CBUS Item 404(a) related transactions disclosed |
| American River Bank (AMRB) | Banking (former) | Prior board role; no CBUS related-party exposure |
Expertise & Qualifications
- Technology operations and large-scale IT leadership (HP) .
- CEO experience (Gatekeeper Innovation/RxGuardian) .
- Public company governance depth; compensation, audit, nominating committee experience (MGRC) .
- NACD Directorship Certification™ (2021) and CERT in Cybersecurity Oversight (2022) .
- Recognized in NACD Directorship 100™; prior NACD Northern California Chapter Chair .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | Class A Common Stock: 0 shares; Direct ownership (D) |
| Filing details | Event date: 09/11/2025; Form 3 filed 09/26/2025; Attorney-in-Fact signature noted |
| Hedging/Pledging | Company policy prohibits hedging and generally restricts pledging/margin accounts; to the Company’s knowledge, no securities were pledged by any director in 2024 |
Insider Trades
| Form | Date of Event | Filed Date | Security | Amount | Notes |
|---|---|---|---|---|---|
| Form 3 | 09/11/2025 | 09/26/2025 | Class A Common Stock | 0 | Initial statement of beneficial ownership; direct (D) |
Governance Assessment
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Positive signals:
- Appointment to Compensation and Nominating & Governance Committees places Ms. Box at the center of pay structure and governance oversight; Cibus uses an independent consultant (Aon) for compensation and reported no conflicts, supporting governance rigor .
- Strong background in technology operations, cybersecurity oversight credentials, and public board committee leadership enhance board effectiveness for CBUS’ scaling/commercialization agenda .
- No related-party transactions or Item 404(a) interests disclosed for Ms. Box at appointment .
-
Watchpoints:
- Initial beneficial ownership was zero at appointment; alignment will depend on receipt/vesting of director equity awards over time. Equity ownership and any future changes should be monitored for “skin-in-the-game” alignment .
- CBUS’ 2025 governance context includes proposals to reprice warrants for the Chairman and approvals for additional share issuances; continued robust independent committee scrutiny (including Ms. Box’s committees) is important to sustain investor confidence .
- Multiple external board commitments (MGRC, ASI) require time management; no conflicts disclosed, but ongoing monitoring for potential interlocks with CBUS stakeholders is prudent .
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Overall: Ms. Box’s committee placements, independence expectations, and governance credentials are supportive of board effectiveness. No direct conflicts are disclosed; adherence to hedging/pledging prohibitions further aligns with shareholder-friendly practices .