David Smith
CODEXISAbout David V. Smith
David V. Smith, age 65, has served on Codexis’s board since 2016 and has been the Lead Independent Director since August 2024. He is an audit committee financial expert and currently chairs both the Audit Committee and the Compensation Committee, reflecting deep finance and governance expertise; education includes a B.A. from Willamette University and an MBA in finance from Golden Gate University . His tenure spans nearly a decade; the board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Prime Therapeutics (public) | EVP & CFO | Nov 2018–Apr 2021 (acquired by Amgen) | Led finance through sale to Amgen |
| IntegenX (private) | COO | Until Mar 2018 (acquired by Thermo Fisher) | Operations leadership in rapid DNA tech |
| Thoratec (public) | EVP & CFO | Dec 2006–Jul 2011 | Cardiac therapy finance leadership |
| Chiron (public) | VP & CFO; prior roles (PAO/Controller/VP Finance) | 1999–2006 | Progressive finance responsibilities |
| Anergen (private) | VP Finance & CFO | 1997–1999 | CFO at biotech startup |
| Genentech (public) | Various finance management (US/EU) | 1988–1997 | International finance experience |
| Syntex; IBM | Finance positions | Prior to 1988 | Foundational finance roles |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| IO Biotech | Director | Since 2022 | Public | Board member; oncology-focused |
| Neurelis Inc. | Director | Since 2021 | Private | Board member; neuroscience |
| OncoGenex Pharmaceuticals | Director; Audit Chair | 2010–2017 | Public | Chaired audit committee |
| Acepodia | Director | 2022–2023 | Private | Board member |
| Perlegen Sciences | Director | 2006–2009 | Private | Board member |
| Monterey Bio Acquisition Corp. | Advisor | 2021–2023 | Public (SPAC) | Strategic advisor |
Board Governance
- Structure and independence: Smith is Lead Independent Director (since Aug 2024) in a combined Chair/CEO structure, with clearly defined responsibilities (liaison role, calling meetings, leading executive sessions, approving agendas/schedules and information flows) to ensure independent oversight . The board determined all directors other than the CEO are independent under Nasdaq standards .
- Committee assignments:
- Audit Committee: Chair; financial expert; 2024 meetings: 5 .
- Compensation Committee: Chair; 2024 meetings: 4 .
- Nominating & Corporate Governance Committee: Member; 2024 meetings: 5 .
- Strategy Committee: Member; 2024 meetings: 3 .
- Attendance and engagement: The board met 5 times in 2024; all directors attended at least 75% of board and applicable committee meetings; Smith attended the 2024 annual meeting of stockholders .
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Yes | 5 |
| Compensation | Member | Yes | 4 |
| Nominating & Corporate Governance | Member | No | 5 |
| Strategy | Member | No | 3 |
Fixed Compensation
- Policy retainer schedule (non-employee directors; paid quarterly, 2024 program):
- Board Director $50,000; Lead Independent Director $35,000; Audit Chair $30,000; Audit Member $20,000; Compensation Chair $30,000; Compensation Member $20,000; Nominating Chair $15,000; Nominating Member $10,000; Science & Technology Chair $15,000; Member $10,000; Strategy Chair $15,000; Member $10,000 .
- 2024 actual for David V. Smith: Cash fees $114,835; Stock awards $100,000; Total $214,835 .
- Lead Independent retainer: $35,000 (effective upon his appointment in Aug 2024) .
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (2024) | 114,835 |
| Stock Awards (2024 grant-date fair value) | 100,000 |
| Total (2024) | 214,835 |
Performance Compensation
- Equity award structure (Directors):
- Initial grant on appointment: RSU/Restricted Stock with grant-date value $200,000; vests 1/3 annually over 3 years .
- Annual grant at each annual meeting: RSU/Restricted Stock with grant-date value $100,000; vests fully by next annual meeting or first anniversary; change from restricted stock to RSUs approved April 2025 (same vesting) .
- Plan features: Minimum one-year vesting; no dividends/equivalents paid unless underlying awards vest; change-in-control automatic acceleration only if awards are not assumed/substituted; no repricing without stockholder approval; annual director award cap $750,000 .
- Performance metrics tied to director equity: None; director awards are time-based (not performance-based) .
| Equity Term | Detail |
|---|---|
| Initial Director Grant | $200,000 RSU/Restricted Stock; 1/3 per year over 3 years |
| Annual Director Grant | $100,000 RSU/Restricted Stock; vests by next annual meeting/1st anniversary |
| Min. Vesting | One year minimum (limited exceptions) |
| Dividends | Payable only if award vests |
| Change in Control | Accelerate only if awards not assumed/substituted |
| Repricing | Prohibited without stockholder approval |
| Director Limit | ≤ $750,000 grant-date fair value per year |
Other Directorships & Interlocks
| Company | Nature | Potential Interlocks/Conflicts |
|---|---|---|
| IO Biotech (public) | External board seat since 2022 | None disclosed with Codexis customers/suppliers |
| Neurelis (private) | External board seat since 2021 | None disclosed |
| Prior public boards (OncoGenex) | Director/Audit Chair (2010–2017) | Historical role; no current conflict disclosed |
| Related-party transactions (CDXS) | Policy requires Audit Committee approval; none requiring disclosure since Jan 1, 2023 | No related-party transactions requiring disclosure |
Expertise & Qualifications
- Audit committee financial expert; financial sophistication under Nasdaq rules; extensive CFO/COO background across public biopharma and life sciences .
- Lead Independent Director responsibilities for agenda approval, executive sessions, and independent director meetings bolster oversight quality .
- Education: B.A. Economics & History (Willamette), MBA (Golden Gate) .
Equity Ownership
| As of Record Date (Apr 17, 2025) | Shares | Notes |
|---|---|---|
| Beneficial ownership (total) | 153,292 | Less than 1% of outstanding shares |
| Direct | 64,722 | Owned by Mr. Smith |
| Indirect (family trust) | 88,570 | Mr. Smith trustee |
| RSUs/Restricted Stock outstanding (12/31/2024) | 30,120 | Director equity outstanding |
| Options outstanding | — | None outstanding |
| Shares outstanding (company) | 82,844,849 | Reference for % ownership |
| Hedging/Pledging | Prohibited for directors | No hedging or pledging permitted |
Governance Assessment
- Strengths: Independent Lead Director with defined authority; chairs Audit and Compensation; recognized audit financial expert; strong attendance; robust insider trading policy (hedging/pledging prohibited); clawback framework for incentive compensation; say-on-pay approval ~94.7% in 2024 indicates strong shareholder support for compensation governance .
- Alignment: Holds 153,292 shares including trust holdings; receives time-based annual RSU grants ($100k), which modestly align incentives; director award cap and minimum vesting standards reduce pay-related risk .
- Potential RED FLAGS / watch items:
- Concentration of oversight: Simultaneous chair roles for Audit and Compensation plus Lead Independent increases governance load and could concentrate decision influence; ensure continued robust committee independence and use of external advisors (Pearl Meyer engaged; independence assessed) .
- Ownership level: Beneficial ownership is <1%, typical for directors but provides limited economic exposure relative to outstanding shares; continued equity grants support alignment .
- Equity overhang: Company-wide overhang and burn-rate considerations exist (plan governance mitigants present); director-specific grants remain modest and capped .
Related-party exposure: None requiring disclosure since Jan 1, 2023; audit committee screens any such transactions .
Change-in-control treatment: Director awards accelerate only if not assumed/substituted, limiting windfall risk .
Policy architecture: No repricing without stockholder approval; minimum vesting; dividends only if vest; robust insider trading restrictions .