Rahul Singhvi
CODEXISAbout Rahul Singhvi
Rahul Singhvi, Sc.D., age 60, has served as an independent director of Codexis since September 2022 (Class I; term expires at the 2026 annual meeting). He is a chemical engineer and seasoned biopharmaceutical operator, with degrees from IIT Kanpur (B.Tech), MIT (M.S., Sc.D.), and Wharton (MBA). His current role as founder and CEO of Axella Biosciences and prior executive leadership at National Resilience and Takeda’s Global Vaccine Business underpin his expertise in development, operations, and biomanufacturing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Resilience, Inc. | Chief Executive Officer & Director | Jul 2020–Jan 2025 | Built private biomanufacturing capabilities and leadership team |
| Flagship Pioneering | Operating Partner | Oct 2019–Jul 2020 | Founded/operated companies from Flagship Venture Labs |
| Takeda Pharmaceutical Co. | Chief Operating Officer, Global Vaccine BU | Sep 2013–Oct 2019 | Oversaw global supply and expansion of vaccines |
| Novavax, Inc. (public) | President & Chief Executive Officer | Aug 2005–Apr 2011 | Led vaccine development company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Axella Biosciences, Inc. (private) | Founder & Chief Executive Officer | Jan 2025–present | CDMO technologies for biologics/ADCs |
| Garuda Therapeutics (private) | Director | Since 2021 | Stem cell-based cellular therapies |
| Keck Graduate Institute | Trustee | Since 2023 | Board of Trustees |
| TAG1 | Director | Since Oct 2024 | Board member |
| Kairos Pharmaceuticals, Ltd. (public) | Director | Since Dec 2024 | Public clinical-stage biopharma |
| ImmunoCellular Therapeutics, Ltd. (public) | Director | Jun 2010–Nov 2018 | Public immunotherapy company (prior) |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent under Nasdaq rules; Singhvi is independent .
- Committee memberships (current): Compensation Committee member; Science & Technology Committee member .
- Committee chairs: Compensation Committee chaired by Lead Independent Director David V. Smith; Science & Technology Committee chaired by Esther Martinborough .
- Attendance: The Board held five meetings in 2024; all directors attended at least 75% of combined Board and committee meetings for their service periods .
- Board leadership: CEO serves as Chair; David V. Smith appointed Lead Independent Director in Aug 2024 with robust responsibilities (exec sessions, agenda/schedule approvals) .
- Executive sessions: Independent directors regularly meet in executive session without management present .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – Singhvi | $80,000 | Reflects Board and committee cash retainers under policy |
| Strategic Advisory Board retainer – Singhvi | $25,000 | Additional engagement beyond Board service |
| Board Director annual retainer (policy) | $50,000 | Paid quarterly in arrears |
| Compensation Committee – Member (policy) | $20,000 | Chair receives $30,000 |
| Science & Technology Committee – Member (policy) | $10,000 | Chair receives $15,000 |
| Lead Independent Director retainer (policy) | $35,000 | Applies to LID (Smith), not Singhvi |
Performance Compensation
| Component | Detail | Vesting | Amount/Units |
|---|---|---|---|
| 2024 Stock Award – Singhvi | Annual director grant | Vests fully by earlier of 1-year or next annual meeting | $100,000 |
| RSU/Restricted Stock policy – initial grant | $200,000 divided by closing price at grant | 1/3 per year over 3 years | Policy terms |
| RSU/Restricted Stock policy – annual grant | $100,000 divided by closing price at grant | Full vest at earlier of 1-year or next annual meeting | Policy terms |
| Options outstanding (Singhvi) | Director options | Option terms per plan; not performance-based | 10,000 |
| RS/RSUs outstanding (Singhvi) | Time-based equity | Per grant agreements | 40,569 |
Codexis does not disclose performance metrics tied to director equity grants; director equity is time-based with minimum vesting standards and no award repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Overlap |
|---|---|---|
| Axella Biosciences (CDMO technologies) | Private | Overlaps industry domain of therapeutics manufacturing; no related-party transactions disclosed |
| National Resilience (biomanufacturing) | Private | Prior executive role in biomanufacturing; no related-party transactions disclosed |
| Kairos Pharmaceuticals (public) | Public biotech | External public company board; monitor for any competitive/customer/supplier overlaps; none disclosed |
Expertise & Qualifications
- Deep operating experience in vaccines, biomanufacturing, and CDMO strategy (Takeda COO, Resilience CEO, Axella CEO) .
- Advanced technical education (MIT Sc.D.) and business training (Wharton MBA), enhancing board contributions on science, operations, and commercialization .
- Committee fit: Sits on Science & Technology and Compensation Committees, aligning with scientific and operating expertise and pay governance experience .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Rahul Singhvi, Sc.D. | 91,069 | <1% | Includes holdings eligible within 60 days per SEC rules |
| Options outstanding (director) | 10,000 | n/a | Outstanding director options |
| RS/RSUs outstanding (director) | 40,569 | n/a | Outstanding RS/RSUs |
- Hedging/pledging: Company policy prohibits short sales, options, hedging transactions, margin purchases, and pledges of Codexis securities for directors and employees .
Governance Assessment
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Strengths:
- Independent status with relevant domain expertise; committee assignments are well-matched (Compensation; Science & Technology) .
- Solid engagement: met the 75%+ attendance threshold; participates across two key committees .
- Ownership alignment through annual stock awards; equity plan contains best practices (no repricing without shareholder approval; minimum vesting; no liberal recycling) .
- Strong board leadership model with a Lead Independent Director active in agenda oversight and executive sessions, supporting board effectiveness .
-
Watch items / potential conflicts:
- Parallel leadership in Axella Biosciences (CDMO technologies) and prior Resilience role create industry overlap; while no related-party transactions are disclosed, investors should monitor for future supplier/customer relationships that could require recusal or disclosure .
- Additional $25,000 Strategic Advisory Board retainer indicates deeper engagement with management; ensure clear role separation and independence in compensation decisions given Compensation Committee membership .
-
Shareholder sentiment:
- Say-on-pay approval was ~94.7% in 2024, signaling positive investor support for executive compensation governance; relevant context for Compensation Committee oversight .
-
Policy safeguards:
- Comprehensive insider trading policy (no hedging/pledging), formal clawback policy under Dodd-Frank/Nasdaq rules, and related-party transaction review by the Audit Committee; no related-party transactions since Jan 1, 2023 .
Committee Activity Snapshot (2024)
- Compensation Committee meetings: 4; current members include Singhvi, Smith (Chair), Wolf, Collins (from Mar 2025) .
- Science & Technology Committee meetings: 4; current members include Singhvi, Martinborough (Chair), De Vré .
- Nominating & Corporate Governance Committee meetings: 5; not a current Singhvi assignment .
Director Compensation (2024) – Singhvi
| Category | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 |
| Stock Awards ($) | $100,000 |
| All Other Compensation ($) | $25,000 (Strategic Advisory Board) |
| Total ($) | $205,000 |
Director equity awards follow policy: initial $200,000 RS/RSU (1/3 per year over 3 years) and annual $100,000 RS/RSU (full vest by next annual meeting) .
Risk Indicators & Red Flags
- Related-party transactions: None disclosed since Jan 1, 2023 .
- Hedging/pledging: Prohibited for directors .
- Option repricing: Prohibited without shareholder approval; no evidence of repricing .
- Attendance: Meets Board standard (≥75%); no low-attendance concerns disclosed .
Summary Implications for Investors
- Board effectiveness: Singhvi’s mix of scientific and operational expertise adds value in key committees; independence and attendance metrics support confidence .
- Alignment: Time-based equity for directors creates long-term alignment; beneficial ownership, while modest, is consistent with small-cap director norms .
- Conflicts: Monitor external CDMO roles for future interlocks; current disclosures show no related-party transactions .