Christos Richards
CODEXISAbout Christos Richards
Independent Class II director at Codexis since January 14, 2025; age 67, term through the 2027 annual meeting. Background in global executive advisory and board search for biopharma/healthcare; currently Partner and Global Head of Healthcare & Life Sciences at Calibre One. Prior roles at Spencer Stuart (Global BioPharma Board Practice), Catalyst Advisors, Levin & Company (CEO), Stanton Chase, and founder/CEO of Career Connection/Nexium. Education: diploma in hospitality management (1980), Schweizerische Wirteschule, Lucerne/Davos, Switzerland. The Board determined Richards is independent under Nasdaq Listing Rule 5605.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherus BioSciences, Inc. | Director | Nov 2014 – Nov 2020 | Not disclosed |
| Levin & Company, Inc. | CEO; earlier roles | Jan 2009 – Jan 2014 (CEO); Oct 1998 – Jan 2014 (progressive roles) | Executive leadership in search/consulting |
| Catalyst Advisors, LLC | Partner | Jan 2014 – Oct 2019 | Executive search in life sciences |
| Spencer Stuart, Inc. | Consultant; Global BioPharma Board Practice | Oct 2019 – Sep 2022 | Board search expertise |
| Stanton Chase International | Principal | Jul 1996 – Oct 1998 | Executive search |
| Career Connection/Nexium Inc. | Founder & CEO | 1987 – Jul 1996 | Company founder/operator |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Calibre One, Inc. | Partner; Global Head, Healthcare & Life Sciences | Oct 2022 – Present | International executive search |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee (member) and Strategy Committee (member) beginning January 2025; not a chair. Current nom/gov chair: Byron L. Dorgan (until the 2025 Annual Meeting); strategy chair: H. Stewart Parker.
- Independence: Board determined all non-employee directors (including Richards) are independent under Nasdaq rules; Richards explicitly deemed independent under Nasdaq Listing Rule 5605.
- Board and committee cadence: Board met 5x in 2024; compensation (4x), audit (5x), nom/gov (5x), science & technology (4x), strategy (3x). Independent directors meet in executive session without management. (Richards joined in 2025; 2024 attendance data reflects the then-serving board.)
- Lead Independent Director exists (David V. Smith) under combined Chair/CEO structure to preserve independent oversight.
Fixed Compensation
| Component | Annual Amount ($) | Source |
|---|---|---|
| Board Director Retainer | 50,000 | |
| Nominating & Corporate Governance Committee – Member | 10,000 | |
| Strategy Committee – Member | 10,000 |
Notes:
- Cash retainers are paid quarterly in arrears.
- Lead Independent Director and committee chair fees exist but do not apply to Richards.
Performance Compensation
| Award Type | Grant Date | Value Basis | Vesting | Instrument | Source |
|---|---|---|---|---|---|
| Initial equity on board appointment | Jan 14, 2025 | RSUs equal to $200,000 divided by $4.53 closing price | Vests in three equal annual installments on each of the first three anniversaries, subject to service | RSUs | |
| Annual director equity (each Annual Meeting) | Jun 10, 2025 (policy date) | Restricted stock or RSUs equal to $100,000 divided by closing price on grant date | Vests fully on the earlier of first anniversary or next annual meeting, subject to service | RS or RSUs | |
| Instrument change (policy amendment) | Apr 2025 | Board amended policy to grant RSUs rather than restricted stock for director initial/annual awards | Same vesting terms as prior restricted stock awards | RSUs |
- Director equity is time-based; no performance metrics (TSR, EBITDA, etc.) are tied to non-employee director grants.
Other Directorships & Interlocks
| Company | Status | Role | Tenure | Potential Interlock/Conflict Note |
|---|---|---|---|---|
| Coherus BioSciences, Inc. | Prior | Director | Nov 2014 – Nov 2020 | No current overlap disclosed with Codexis; informational network value. |
Expertise & Qualifications
- Global executive advisory/search expertise across biopharma/healthcare, including board practice experience at Spencer Stuart; prior leadership at Catalyst Advisors and Levin & Company; current sector head at Calibre One.
- Board recruitment and governance experience aligns with nom/gov committee responsibilities; brings external network for talent and strategic insights.
- Education: hospitality management diploma (1980), Schweizerische Wirteschule, Lucerne/Davos.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date |
|---|---|---|---|
| Christos Richards | — (none disclosed) | <1%* | Apr 17, 2025 |
- The proxy denotes “—” for Richards and footnotes “Represents beneficial ownership of less than 1%.” Outstanding shares used for the calculation: 82,844,849.
Policies limiting misalignment:
- Hedging, pledging, margin purchases, and derivatives trading in Codexis securities are prohibited for directors under the Insider Trading Compliance Program.
Governance Assessment
- Independence and committee roles: Richards is independent and placed on nom/gov and strategy—committees central to board composition, governance policy, and strategic oversight—supporting board effectiveness.
- Ownership alignment: As a new director, no beneficial ownership as of the April 17, 2025 record date; alignment improves via time-based RSU grants (initial $200,000 value basis; annual $100,000). Hedging/pledging prohibitions strengthen alignment.
- Compensation structure: Standard codified mix of cash (board/committee retainers) and time-based equity; April 2025 shift to RSUs standardizes instruments without altering vesting terms; director annual award cap at $750,000 per calendar year under the plan.
- Conflicts/related-party exposure: Company states no Item 404(a) related-party transactions for Richards and expects to enter a standard indemnification agreement. His employment at an executive search firm could create perceived conflict if that firm were engaged by Codexis; no such transaction or arrangement is disclosed. Monitor any future engagements for independence.
- Board engagement signals: Governance framework includes executive sessions, active committee cadence, and a Lead Independent Director under combined Chair/CEO structure—constructs that support independent oversight.
RED FLAGS: None disclosed specific to Richards (no 404(a) transactions; hedging/pledging prohibited). Watch for any future advisory/consulting relationships between Codexis and Calibre One that could create related-party dynamics; monitor equity accumulation versus director ownership guidelines if/when disclosed.