Raymond De Vré
CODEXISAbout Raymond De Vré
Independent Class I director of Codexis since November 7, 2024; age 57; term expires at the 2026 annual meeting. He founded and serves as Managing Director of RADV Advisory (since August 2023). Former CEO of PolyPeptide Group (April 2021–April 2023); earlier Senior VP/Head of Biologics at Dr. Reddy’s Laboratories (2012–2021) and Partner at McKinsey & Company. Education: PhD in Applied Physics (Stanford) and master’s in engineering (Université Libre de Bruxelles). Codexis’ Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PolyPeptide Group | Chief Executive Officer | Apr 2021–Apr 2023 | Led peptide/oligonucleotide CDMO; global pharma/biotech focus. |
| Dr. Reddy’s Laboratories | Senior VP, Head of Biologics; Management Council member | 2012–2021 | Led biologics; senior leadership; global operations. |
| McKinsey & Company | Partner | Earlier career (years not specified) | Pharma/biotech practice focus. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RADV Advisory | Managing Director | Aug 2023–present | Independent strategic/operational advisory focused on healthcare and CDMO investments. |
Board Governance
- Committee assignments: Member, Science & Technology Committee (since Nov 2024); not a chair. The committee met four times in 2024; chair is Esther Martinborough.
- Independence: Board determined all current directors other than the CEO/Chair are independent under Nasdaq; De Vré is independent.
- Attendance: The Board held five meetings in 2024; all directors attended at least 75% of combined Board and committee meetings for their service period.
- Board leadership: Roles of CEO and Chair combined in Aug 2024; Lead Independent Director (David V. Smith) established with authority over agendas, schedules, and executive sessions.
- Risk oversight: Audit oversees financial/cybersecurity risks; Compensation oversees compensation risk; Nominating/Governance manages independence/conflicts; committees report regularly to the full Board.
Fixed Compensation
| 2024 Director Compensation (De Vré) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $7,473 |
| Stock awards (grant-date fair value) | $200,000 |
| All other compensation | $0 |
| Total | $207,473 |
Codexis director cash retainers (policy reference): Board Director $50,000; Science & Technology Committee Member $10,000; Chair $15,000; Audit Member $20,000/Chair $30,000; Compensation Member $20,000/Chair $30,000; Nominating/Governance Member $10,000/Chair $15,000; Strategy Member $10,000/Chair $15,000; Lead Independent Director $35,000 (added 2024).
Performance Compensation
| Director Equity Grant Structure | Details |
|---|---|
| Initial equity upon appointment | Restricted stock/RSUs equal to $200,000 divided by closing price on grant date; time-based vesting 1/3 at first anniversary, then 1/3 annually (service-based). |
| Annual equity at each AGM | Restricted stock/RSUs equal to $100,000 divided by closing price; vests in full by next AGM or first anniversary (service-based). |
| 2024 outstanding equity (De Vré) | 47,846 RSUs/restricted stock outstanding at 12/31/2024. |
| April 2025 change | Policy amended to grant RSUs (instead of restricted stock) with same vesting terms. |
| Performance Metrics Tied to Director Equity | Disclosure |
|---|---|
| Financial/TSR/ESG performance conditions | Not applicable; non-employee director awards are time-based only. |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in Codexis proxy for De Vré. |
| Private/non-profit boards | RADV Advisory (Managing Director); no other boards disclosed. |
| Interlocks/potential conflicts | No related-party transactions requiring disclosure since Jan 1, 2023; audit committee reviews any related-party matters per policy. |
Expertise & Qualifications
- Executive leadership in CDMO operations and biopharmaceuticals; prior CEO (PolyPeptide) and SVP Biologics (Dr. Reddy’s).
- Strategy and operations expertise from McKinsey partnership; scientific/technical perspective aligned with Science & Technology Committee focus.
- Advanced technical education (PhD Applied Physics, Stanford; master’s in engineering, Université Libre de Bruxelles).
Equity Ownership
| Ownership Snapshot | Amount |
|---|---|
| Shares beneficially owned (record date 4/17/2025) | — (less than 1% of outstanding) |
| Ownership % of shares outstanding | <1% (exact value not stated) |
| RSUs/restricted stock outstanding (12/31/2024) | 47,846 |
| Options outstanding | None disclosed for De Vré. |
| Hedging/pledging | Company policy prohibits hedging, derivatives, and pledging for directors; also prohibited under 10b5-1 plans. |
| Director ownership guidelines | Not disclosed in proxy. |
Governance Assessment
- Board effectiveness: De Vré strengthens technical oversight as S&T committee member; committee met four times in 2024, supporting R&D and IP oversight.
- Independence & alignment: Independent director status; director equity grants are time-based, aligning interests without performance gaming; hedging/pledging prohibited.
- Engagement: Board held five meetings in 2024 with directors at ≥75% attendance; De Vré’s partial-year cash fees reflect late-2024 appointment with initial equity granted at entry.
- Conflicts/related-party exposure: No related-party transactions disclosed since Jan 1, 2023; formal policy requires audit committee approval and arm’s-length review.
- Compensation structure signals: 2025 amendment to grant RSUs (vs. restricted stock) keeps service-based vesting; non-employee director annual cap ($750,000) in plan; dividend equivalents only if vesting; no repricing without shareholder approval.
Say-on-Pay & shareholder support context (for governance quality):
- 2023 say-on-pay approval: ~84.6% of votes cast.
- 2024 say-on-pay approval: ~94.7% of votes cast.
- 2025 AGM results: Say-on-Pay approved (For 48,882,072; Against 4,841,595; Abstain 767,594; Broker non-votes 15,623,696).
Related Policies and Protections
- Clawback: Adopted Aug 2023 per Nasdaq rules; recoupment of erroneously awarded incentive compensation on restatement (3-year look-back).
- Indemnification: Agreements in place for directors/officers per standard practice.
Notes
- Director compensation policy provides clear annual cash and equity structure; De Vré’s 2024 cash total is partial-year due to November appointment; equity outstanding aligns with initial $200,000 grant at entry.
- No director-specific stock ownership guidelines disclosed; insider trading policy restricts derivatives, short sales, hedging, and pledging.