Cynthia Collins
CODEXISAbout Cynthia Collins
Cynthia Collins, age 67, joined the Codexis board in March 2025 as an independent Class II director with a term through 2027. She brings CEO-level experience across gene editing, diagnostics, and bioprocess businesses (Editas Medicine; GE Healthcare Cell Therapy; Human Longevity; GenVec) and currently serves as Executive Chair and Interim CEO of Nutcracker Therapeutics. Collins holds a BS in Microbiology from the University of Illinois (Urbana) and an MBA from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editas Medicine, Inc. | Chief Executive Officer | Feb 2019 – Feb 2021 | Oversaw dosing of first patient with an in‑vivo gene‑modified therapy (strategic milestone) |
| Human Longevity Inc. | Chief Executive Officer | Jan 2017 – Dec 2017 | Led genomic research and IVD initiatives |
| GE Healthcare – Cell Therapy & Lab Businesses | CEO/General Manager | Oct 2013 – Dec 2016 | Managed cell therapy and lab businesses |
| GenVec, Inc. | Chief Executive Officer | May 2012 – Sep 2013 | Vaccine and gene therapy company leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutcracker Therapeutics, Inc. | Executive Chair & Interim CEO | Feb 2025 – Present | Private CRDMO leadership; Board member since Apr 2023 |
| MaxCyte, Inc. | Director | Oct 2024 – Present | Cell engineering tools; public company |
| Alanis Therapeutics Inc. | Director | Nov 2023 – Present | Therapeutics; private |
| Certara, Inc. | Director | Jul 2021 – Present | Drug development software; public |
| DermTech, Inc. | Director | May 2018 – Present | Diagnostics; public |
| Draper Laboratory | Director | 2021 – Present | Non‑profit research |
| Foundation for mRNA Medicines | Board Member | N/A | Sector foundation |
| Poseida Therapeutics, Inc. | Former Director | 2021 – 2025 | Prior board service |
| Panavance Therapeutics Inc. | Former Director | 2021 – 2024 | Prior board service |
| Triumvira Immunologics | Former Director | 2018 – 2023 | Prior board service |
| Biocare Medical | Former Director | 2018 – 2021 | Prior board service |
Board Governance
- Committee memberships: Compensation Committee member beginning March 2025; David V. Smith (Lead Independent Director) chairs the Compensation Committee .
- Independence: The board determined all current directors other than the combined Chair/CEO are independent under Nasdaq rules; Collins is independent .
- Board structure: Combined Chair/CEO with a Lead Independent Director; executive sessions of independent directors are regularly held .
- Attendance: Board met 5 times in 2024 with ≥75% attendance by all directors serving during 2024; Collins joined in 2025 (no 2024 attendance data) .
Fixed Compensation
Codexis non‑employee director compensation policy (cash retainers and committee fees):
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Director annual retainer | $50,000 | Paid quarterly in arrears |
| Compensation Committee – Member | $20,000 | Annual cash fee |
| Compensation Committee – Chair | $30,000 | Annual cash fee (chair role) |
| Lead Independent Director | $35,000 | Annual cash fee (role held by D.V. Smith) |
| Audit Committee – Member | $20,000 | |
| Audit Committee – Chair | $30,000 | |
| Nominating & Governance – Member | $10,000 | |
| Nominating & Governance – Chair | $15,000 | |
| Science & Technology – Member | $10,000 | |
| Science & Technology – Chair | $15,000 | |
| Strategy – Member | $10,000 | |
| Strategy – Chair | $15,000 |
Equity policy:
- Initial equity award: $200,000 value; vests 1/3 annually over 3 years .
- Annual equity award: $100,000 value; vests fully by next annual meeting or one year .
- Instrument change: In April 2025, equity shifted from restricted stock to RSUs (same vest terms) .
- Director equity cap: Annual grant date fair value limit of $750,000 per director (extraordinary exceptions allowed by administrator) .
Performance Compensation
- No performance‑based (PSU/option‑linked) components are disclosed for directors; annual and initial equity awards are time‑based RSUs/restricted stock per policy .
Other Directorships & Interlocks
| Company | Relationship to CDXS | Potential Interlock Risk |
|---|---|---|
| Certara (public) | Software modeling for drug development | Generally complementary; no related‑party transactions disclosed |
| MaxCyte (public) | Cell engineering tools | Tools adjacent to bioprocessing; no transactions disclosed |
| DermTech (public) | Diagnostics | Unrelated to CDXS core; no transactions disclosed |
| Nutcracker Therapeutics (private) | CRDMO leadership | CDXS collaborates with CDMOs (e.g., Bachem), but no related‑party transactions disclosed |
| Draper Laboratory / Foundation for mRNA Medicines | Non‑profit | Governance network; no transactions disclosed |
The company states: “Since January 1, 2023, there were no related party transactions requiring disclosure under SEC rules.” Audit Committee reviews and must approve any related‑party transactions per policy .
Expertise & Qualifications
- CEO and GM experience across gene editing, cell therapy, and diagnostics; deep industry operating expertise .
- Academic credentials in Microbiology (BS) and MBA; broad governance experience across multiple public and private boards .
- Sector strategy exposure relevant to CDXS’s enzyme platform and biocatalysis footprint .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cynthia Collins | — | <1% | Reported as “—”; represents less than 1% ownership as of record date (82,844,849 shares outstanding) |
CDXS prohibits directors from hedging or pledging company securities; short sales and derivatives are disallowed under the Insider Trading Compliance Program .
Governance Assessment
- Committee roles and effectiveness: As a Compensation Committee member since March 2025, Collins joins a committee chaired by the Lead Independent Director; the committee met 4 times in 2024 and uses an independent consultant (Pearl Meyer) with no conflicts, and applies robust pay governance (no option repricing, minimal perqs, no tax gross‑ups) .
- Independence and oversight: Collins is independent; board maintains executive sessions; risk oversight is distributed across committees, with Compensation Committee overseeing pay‑related risks .
- Shareholder alignment signals: 2024 Say‑on‑Pay approved at ~94.7%, indicating strong investor support for pay practices Collins now oversees as a committee member .
- Conflicts and related parties: No related‑party transactions disclosed since 2023; Audit Committee pre‑approves any such items and monitors ethics helpline .
- Hedging/pledging risk: Prohibited for directors; reduces alignment risk from speculative strategies .
RED FLAGS / Watch Items
- RED FLAG (alignment): As of the 2025 record date, Collins reported no beneficial ownership of CDXS shares; monitor initial/annual RSU grants and vesting for alignment build‑up post‑appointment .
- Structural risk (mitigated): Combined Chair/CEO structure persists; presence of a Lead Independent Director with defined authorities mitigates concentration risk .