Stephen Dilly
CODEXISAbout Stephen Dilly
Stephen G. Dilly, M.B.B.S., Ph.D. (age 65) is Chairman of the Board, President, and Chief Executive Officer of Codexis; he has served as a director since June 2020, was appointed CEO in August 2022, and became Chair in August 2024. He holds an M.B.B.S. and a Ph.D. in cardiac physiology from the University of London and previously held senior leadership roles across biotech and pharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Oncology | Chief Executive Officer; Director | May 2020–July 2022 | Led company through acquisition by GSK; received Bloom‑Burton award |
| Aimmune Therapeutics | Chief Executive Officer; Director | Apr 2014–Jun 2018 (CEO), Apr 2013–Jun 2018 (Director) | Built allergy platform; company later acquired by Nestlé Health Science |
| PhotoThera | Chief Executive Officer | Jan 2012–Dec 2012 | Managed medical device operations |
| APT Pharmaceuticals | President & Chief Executive Officer; Director | 2006–2011 | Led drug development strategy |
| Chiron BioPharma | Chief Medical Officer & SVP Development | 2003–2006 | Post-acquisition integration by Novartis |
| Genentech | VP Development Sciences; VP Medical Affairs | 1998–2003 | U.S. and EU leadership roles pre-Roche acquisition |
| SmithKline Beecham (UK) | Various drug development roles | 1988–1998 | Advanced clinical programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sangamo Therapeutics (public) | Director | 2010–Sep 2020 | Genomic therapies oversight |
| Cognoa (private) | Director | 2018–2024 | Digital healthcare governance |
Board Governance
- Board leadership: Combined Chair/CEO since Aug 2024; board simultaneously created a Lead Independent Director role (David V. Smith) with authority over agendas, executive sessions, and information flow .
- Independence: Board determined all current directors are independent except Dr. Dilly due to his role as Chair/CEO .
- Committee memberships: Audit, Compensation, Nominating & Governance, Science & Technology, and Strategy committees are composed entirely of independent directors; Dr. Dilly is not listed as a committee member .
- Attendance and engagement: Board met five times in 2024; all directors attended at least 75% of board and applicable committee meetings; Dr. Dilly attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 713,550 | Increased ~3% vs 2023 to align with market |
| Annual Director Retainer (Chair) | — | Company notes Chair retainer is $110,000, but Dr. Dilly does not receive additional director pay as Chair/CEO |
| Travel Allowance | 40,000 | Annual allowance to offset travel to Redwood City HQ |
| 401(k) Match | 13,800 | Employer contribution |
| Other Perquisites | Minimal | Company states minimal perqs for NEOs |
Performance Compensation
| Component | 2024 Grant-Date Fair Value ($) | Details |
|---|---|---|
| Stock Awards (RSUs/RSAs) | 437,446 | Fair value per FASB ASC 718 |
| Option Awards | 1,732,961 | Time-based options; 3-year vest for 2024 refresh grants |
| Annual Bonus Plan Goal | Target Weight (%) | Actual Achievement (%) |
|---|---|---|
| Financial growth and stability | 35 | 40 |
| ECO Synthesis platform deliverables | 35 | 38 |
| ECO Synthesis partnership | 15 | — (no credit) |
| Organizational Development | 15 | 22 |
| Total | 100 | 100 |
| Executive | Target Bonus ($) | Achievement (%) | Paid ($) |
|---|---|---|---|
| Stephen Dilly | 535,163 | 100 | 535,163 |
- Clawback: Company adopted a Dodd-Frank/Nasdaq-compliant clawback policy covering erroneously awarded incentive compensation .
- No hedging/pledging: Insider Trading Compliance Program prohibits hedging, short sales, and pledging, including under 10b5-1 plans .
Employment & Contracts
| Scenario | Salary Multiple | Bonus Multiple | Equity Acceleration | Health Coverage |
|---|---|---|---|---|
| Termination without cause / good reason / death or disability | 12 months | 100% target | 12 months’ acceleration; performance awards at target | Up to 12 months |
| Termination without cause / good reason within 3 months pre-/12 months post-Change in Control | 150% | 150% target | Full acceleration of all awards | Up to 18 months |
| Termination without cause tied to sale/exclusive license of substantial assets | 12 months | 100% target | Full vesting of then-outstanding equity | Up to 12 months |
Estimated payout values if terminated on 12/31/2024:
| Scenario | Salary ($) | Target Bonus ($) | Accelerated Equity ($) | Health ($) | Total ($) |
|---|---|---|---|---|---|
| Without cause / good reason / death or disability | 713,550 | 535,163 | 889,922 | 42,882 | 2,181,517 |
| Without cause / good reason in Change in Control | 1,070,325 | 802,744 | 2,521,947 | 64,323 | 4,459,339 |
| Without cause tied to asset sale/license | 713,550 | 535,163 | 2,521,947 | 42,882 | 3,813,542 |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Sangamo Therapeutics (public) | Director | Former (to Sep 2020) |
| Cognoa (private) | Director | Former (to 2024) |
- No related-party transactions involving Dr. Dilly disclosed since January 1, 2023; the company’s related person transaction policy requires audit committee review .
Expertise & Qualifications
- Clinical and development leadership across biotech/pharma; senior roles at Genentech and Chiron BioPharma; CEO experience at multiple companies; Bloom‑Burton leadership award recipient .
- Education: M.B.B.S. and Ph.D. (cardiac physiology), University of London .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Stephen Dilly | 597,224 | <1% of 82,844,849 shares |
Outstanding equity awards (12/31/2024):
| Vesting Commencement | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| 8/1/2022 | 408,333 | 291,667 | 6.73 | 8/1/2032 | — | — |
| 2/21/2023 | 154,687 | 182,813 | 5.44 | 2/21/2033 | 75,000 | 357,750 |
| 1/1/2024 | — | 860,500 | 3.05 | 1/1/2034 | 143,425 | 684,137 |
- Hedging/pledging: Prohibited for directors under the Insider Trading Compliance Program .
Governance Assessment
- Board effectiveness: Lead Independent Director structure mitigates combined Chair/CEO, with explicit authority over executive sessions and agendas; committees fully independent with established charters and meeting cadence (Audit: 5; Compensation: 4; N&G: 5; S&T: 4; Strategy: 3) .
- Independence & conflicts: Dr. Dilly is not independent; no related-party transactions disclosed; insider trading policy prohibits hedging/pledging—positive alignment signal .
- Pay-for-performance: Annual bonus tied to corporate goals achieved at 100%; significant equity awards with time-based vesting used for retention; clawback policy adopted—strong governance practices .
- Change-in-control terms: 1.5x salary and target bonus plus full vesting under CIC—market-level but increases pay risk in sale scenarios; asset-sale vesting trigger is broader than standard double trigger—investors should monitor potential incentives around strategic transactions .
- Shareholder signals: 2024 say‑on‑pay approval ~94.7% indicates broad support for compensation design .
- RED FLAGS: Combined Chair/CEO role (mitigated by Lead Independent Director); CIC and asset-sale provisions with full vesting; sizable option overhang across the company, and proposal to increase plan shares by 8,000,000 (dilution risk)—though repricing prohibited and minimum vesting standards enforced .