Dennis Wolf
CODEXISAbout Dennis P. Wolf
Dennis P. Wolf, age 72, has been an independent director of Codexis since December 2007. He is a seasoned finance executive and boardroom veteran, designated by the Board as an audit committee financial expert, with prior CFO roles at DataStax (Nov 2013–Feb 2017), Fusion‑IO (Nov 2009–Oct 2013), and earlier executive positions at Apple and Sun Microsystems. He holds a B.A. from the University of Colorado (Phi Beta Kappa) and an M.B.A. from the University of Denver. He is nominated for re‑election as a Class III director for a term expiring at the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DataStax, Inc. | Chief Financial Officer | Nov 2013 – Feb 2017 | Led finance for private software company |
| Fusion‑IO, Inc. | EVP & Chief Financial Officer | Nov 2009 – Oct 2013 | Public company CFO; capital markets experience |
| MySQL AB | EVP & Chief Financial Officer | Not disclosed | Private software CFO |
| Centigram Communications; Credence Systems; Omnicell; Redback Networks | Chief Financial Officer (various) | Not disclosed | Multiple CFO posts at public/private companies |
| Apple Computer; Sun Microsystems | Executive roles | Not disclosed | Operating and corporate finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantum Corporation | Director; Audit Committee Chair | 1999–2016 (various) | Public company governance and audit oversight |
| Avanex Corporation | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Bigband Networks | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Komag, Inc. | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Registry Magic, Inc. | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Vitria Technology, Inc. | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Alphaeon Corporation | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Exponential Interactive, Inc. | Director; Audit Committee Chair | 1999–2016 (various) | As above |
| Siegel Rare Neuro Immune Association (SRNA) | Non‑profit Board Member | Since 2017 | Patient advocacy and research support |
Board Governance
- Current committee assignments: Audit Committee member; Compensation Committee member. Not a committee chair; chairs are David V. Smith (Audit and Compensation) .
- Independence: The Board determined all current directors other than the CEO are independent under Nasdaq rules; audit and compensation committees meet heightened independence standards .
- Attendance: The Board met five times in 2024; all directors attended at least 75% of combined Board and committee meetings for which they were members .
- Board structure: Combined Chair/CEO role (Stephen Dilly) with a Lead Independent Director (David V. Smith) since Aug 2024; independent directors meet in executive session without management .
- Audit oversight: The Audit Committee met five times in 2024 and oversees external auditors, internal controls, disclosure controls, related‑party transaction approvals, and cybersecurity risk management. Wolf is designated an “audit committee financial expert” .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Director Annual Retainer | 50,000 | Paid quarterly in arrears |
| Audit Committee – Member Retainer | 20,000 | 2024 committee membership |
| Compensation Committee – Member Retainer | 20,000 | 2024 committee membership |
| Total Fees Earned (Wolf) | 90,000 | Consistent with member retainers above |
- Committee meeting fees: None; Codexis uses retainers rather than per‑meeting fees .
- Additional roles: Wolf did not receive Lead Independent Director fees (held by David V. Smith at $35,000) .
Performance Compensation
| Element | Grant/Status | Value / Shares | Vesting / Terms |
|---|---|---|---|
| Annual Director Equity (2024) | Restricted Stock Award | $100,000 grant date fair value | Vests fully at earlier of first anniversary or next annual meeting; service‑based |
| Equity Policy Change (Apr 2025) | RSUs replace Restricted Stock | Policy amended (no $ change) | Same vesting terms as above |
| Outstanding RS/RSUs (as of 12/31/2024) | Wolf | 30,120 shares | Time‑based vesting |
| Options Outstanding (as of 12/31/2024) | Wolf | — (none) | N/A |
| Cumulative RS Awards Granted (2019 Plan, through Record Date) | Wolf | 94,690 shares | Granted under shareholder‑approved plan |
| Director Limit (per Plan) | Annual cap on grant value | $750,000 | Exceptions only in extraordinary cases; recipient not to participate |
- No performance‑based metrics (e.g., TSR, revenue, EBITDA) are tied to non‑employee director compensation; awards are time‑based per policy .
Other Directorships & Interlocks
| Company | Role | Current / Prior | Potential Interlock with CDXS |
|---|---|---|---|
| Quantum; Avanex; Bigband; Komag; Registry Magic; Vitria; Alphaeon; Exponential Interactive | Director; Audit Chair | Prior (1999–2016) | None disclosed |
| SRNA (non‑profit) | Board Member | Current (since 2017) | None disclosed |
- Related‑party transactions: None requiring disclosure since January 1, 2023; transactions are subject to Audit Committee approval under a written policy .
Expertise & Qualifications
- Financial expertise: Board designated audit committee financial expert; financial sophistication under Nasdaq rules .
- CFO/Operating background: Multiple CFO roles across public and private tech companies; executive roles at Apple and Sun Microsystems .
- Education: B.A., University of Colorado (Phi Beta Kappa); M.B.A., University of Denver .
- Committee workload: Audit Committee met five times; Compensation Committee met four times in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dennis P. Wolf | 106,920 | <1% (based on 82,844,849 shares outstanding) | No options outstanding; service‑based RS/RSUs outstanding 30,120 |
| Shares Outstanding (Record Date) | 82,844,849 | — | Basis for % calc |
- Hedging/pledging: Company policy prohibits short sales, options, hedging, margin purchases, and pledging of Company securities, including under 10b5‑1 plans .
Governance Assessment
- Strengths: Long‑standing independent director with deep CFO experience and audit chair history; designated audit committee financial expert; active service on audit and compensation committees .
- Engagement: Met ≥75% attendance threshold in 2024; committees met regularly (Audit 5x; Compensation 4x) indicating ongoing engagement in oversight .
- Alignment: Director pay combines $90k cash retainers with $100k equity awards; awards are service‑based with minimum one‑year vesting, no repricing, dividend payments only upon vesting—consistent with governance best practices and capped by a $750k annual director limit .
- Risks/Red Flags: No related‑party transactions requiring disclosure since 2023; insider trading policy prohibits hedging/pledging—reducing misalignment risk. Wolf’s extended tenure (director since 2007) is a factual consideration for independence perceptions but Board affirms independence under Nasdaq rules .
- Shareholder feedback: 2024 Say‑on‑Pay passed with 47,194,745 votes for vs. 2,628,567 against (broker non‑votes 10,933,724), indicating broad support for compensation governance framework .