Stewart Parker
CODEXISAbout H. Stewart Parker
Independent director of Codexis since December 2022; age 69; Class II director with term expiring 2027. Veteran biotech operator and board member; former CEO/founder of Targeted Genetics and former CEO of Infectious Disease Research Institute; MBA in Finance/International Business and BA from University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infectious Disease Research Institute | Chief Executive Officer; strategic advisor; director | Mar 2011–Jun 2014 | Led global health research institute, governance and strategy |
| Targeted Genetics Corporation | Founder; Chief Executive Officer | Since 1992 (various leadership roles) | Built public biopharma platform; operating and governance experience |
| University of Washington (Foster School of Business; College of Arts & Sciences) | Advisory Board member | 2009–2020 | Academic advisory roles, leadership development |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Sangamo Therapeutics, Inc. | Director | Since 2014 | Public company |
| Inventprise, Inc. | Director | Since 2022 | Private company |
| Achieve Life Sciences, Inc. | Director | Aug 2017–May 2021 | Public company (prior) |
| Armata Pharmaceuticals, Inc. (formerly C3J Therapeutics, Inc.) | Director | May 2019–Dec 2020 | Public company (prior) |
| IMPEL Pharmaceuticals Inc. | Director | May 2014–Apr 2023 | Public company (prior) |
| Stride Bio, Inc. | Director | Jan 2018–Dec 2023 | Private company (prior) |
Board Governance
- Independence: Board determined all current directors except the Chairman/CEO are independent under Nasdaq rules; Parker is independent .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Strategy Committee chair .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of combined Board and committee meetings; Parker attended the 2024 annual meeting of stockholders .
- Lead Independent Director: Role held by David V. Smith (appointed Aug 2024); Parker serves alongside him on audit/compensation/strategy committees .
Fixed Compensation
| Component | Policy Amount ($) | Notes |
|---|---|---|
| Board Director annual retainer | 50,000 | Paid quarterly |
| Lead Independent Director | 35,000 | Not applicable to Parker |
| Audit Committee – Member | 20,000 | Parker is a member |
| Audit Committee – Chair | 30,000 | Not applicable |
| Compensation Committee – Member | 20,000 | Not applicable to Parker currently |
| Compensation Committee – Chair | 30,000 | Not applicable |
| Nominating & Corporate Governance – Member | 10,000 | Parker is a member |
| Nominating & Corporate Governance – Chair | 15,000 | Not applicable |
| Science & Technology – Member | 10,000 | Not applicable |
| Science & Technology – Chair | 15,000 | Not applicable |
| Strategy Committee – Member | 10,000 | Parker is a member |
| Strategy Committee – Chair | 15,000 | Parker is chair |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| H. Stewart Parker | 87,280 | 100,000 | 187,280 |
- Hedging/pledging: Company prohibits short sales, options, hedging, margin purchases, and pledging of company securities for directors .
Performance Compensation
| Element | Grant Type | Grant Value | Vesting Terms |
|---|---|---|---|
| Annual director equity | Restricted stock (2024); RSUs (policy amended Apr 2025) | 100,000 per annual meeting grant (value determined by closing price on grant date) | Annual grants vest in full at earlier of 1 year or next annual meeting; initial new-director grants of $200,000 vest 1/3 annually over 3 years |
| Change-in-control treatment | Amended 2019 Plan | N/A | Awards automatically accelerate only if not assumed or substituted in a change in control |
| Dividends on equity | Amended 2019 Plan | N/A | Dividends/dividend equivalents paid only if underlying award vests |
| Repricing | Amended 2019 Plan | N/A | No repricing or cash-out of underwater awards without stockholder approval |
Other Directorships & Interlocks
- Current public board: Sangamo Therapeutics (genomic therapies) .
- No related party transactions: Company reports no related party transactions requiring disclosure since Jan 1, 2023; transactions are reviewed and must be audit committee-approved under policy .
- No disclosed interlocks with Codexis customers/suppliers; none reported in “Certain Relationships and Related Transactions” .
Expertise & Qualifications
- Senior biotech operating experience (Targeted Genetics, IDRI), board governance across multiple public companies .
- Academic credentials: MBA in Finance/International Business; BA in Slavic Language & Literature (University of Washington) .
- Committee-relevant skills: Strategy leadership (Strategy Committee chair); audit literacy (Audit Committee member; audit committee financial experts designated are Smith and Wolf) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Options Outstanding (#) | Restricted Stock/RSUs Outstanding (#) |
|---|---|---|---|---|
| H. Stewart Parker | 102,600 | <1% | 0 | 42,746 |
- Ownership computed against 82,844,849 shares outstanding as of record date .
- Insider trading policy prohibits hedging/pledging of company stock, supporting alignment .
Governance Assessment
- Strengths:
- Independent director with multi-decade operating and board experience; chairs Strategy Committee and serves on Audit and Nominating committees, enhancing board effectiveness .
- Solid engagement: Board/committees active (Board: 5 meetings; Audit: 5; Nominating: 5; Strategy: 3 in 2024); all directors at least 75% attendance; Parker attended the 2024 annual meeting .
- Transparent director pay structure with balanced cash and equity; annual equity grants have strong vesting discipline; plan prohibits repricing and limits director grant values .
- No related-party transactions disclosed since 2023; hedging/pledging prohibited—reduces conflict risk and supports alignment .
- Company-wide governance signals: 2024 say‑on‑pay approval ~94.7% and independent comp consultant (Pearl Meyer) engaged without conflicts .
- Watch items / potential risks:
- Equity ownership remains below 1%, which is typical for small-cap boards but limits “skin-in-the-game”; RSUs outstanding indicate ongoing alignment via vesting .
- Audit Committee “financial expert” designation applies to Smith and Wolf, not Parker; relevant given her audit committee role .
- Combined CEO/Chair model offset by Lead Independent Director; continued effectiveness depends on robust executive sessions and agenda control by lead director .
Overall, Parker’s independent status, committee leadership, and lack of related-party ties support investor confidence; the director pay framework and equity plan features are governance-friendly, while continued monitoring of board independence balance and director ownership levels is prudent .