John Jenkins
Corbus Pharmaceuticals HoldingsAbout John K. Jenkins, M.D.
Independent director of Corbus Pharmaceuticals Holdings, Inc. since June 2018; age 67; board-certified in internal medicine and pulmonary diseases; former Director of FDA’s Office of New Drugs overseeing all new drug reviewing divisions for small molecules, therapeutic biologic proteins, and biosimilars; medical degree from University of Tennessee, Memphis; post‑graduate training at Virginia Commonwealth University/Medical College of Virginia (VCU/MCV). Currently Managing Member of John K. Jenkins Advisors, LLC, a strategic regulatory advisory firm. Determined independent under Nasdaq rules by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. FDA – Office of New Drugs | Director | 2002–2017 | Member of CDER Senior Leadership Team; represented FDA during Congressional testimony and PDUFA renewal negotiations. |
| U.S. FDA – Office of Drug Evaluation II | Director | 1999–2002 | Oversight of drug evaluations in ODE II. |
| U.S. FDA – Division of Pulmonary Drug Products | Director | 1995–1999 | Led pulmonary drug product review division. |
| Greenleaf Health | Principal, Drug & Biological Products | 2017–2023 | Advised companies developing new drugs seeking FDA approval. |
| John K. Jenkins Advisors, LLC | Managing Member | Current | FDA‑focused strategic regulatory advisory firm. |
| VCU/MCV | Assistant Professor, Pulmonary & Critical Care Medicine | Prior to FDA (dates not disclosed) | Academic and clinical roles prior to FDA service. |
| Hunter Holmes McGuire VA Medical Center | Staff Physician | Prior to FDA (dates not disclosed) | Clinical physician prior to FDA service. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John K. Jenkins Advisors, LLC | Managing Member | Current | Strategic regulatory advisory firm. |
| Public company boards | — | — | No other public company directorships disclosed in the proxy. |
Board Governance
- Independence: The Board determined Dr. Jenkins is independent under Nasdaq Listing Rules.
- Committee assignments and chair roles:
- Compensation Committee: Chair; committee met nine times in 2024.
- Audit Committee: Member; committee met eight times in 2024.
- Board attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; Board met five times.
- Board tenure: Director since June 2018.
Fixed Compensation (Non‑Employee Director Fees)
| Component | Amount ($) | Basis |
|---|---|---|
| Annual director retainer | 40,000 | Non‑employee director policy (effective May 2022). |
| Compensation Committee Chair fee | 15,000 | Chair supplement. |
| Audit Committee member fee | 10,000 | Non‑chair member supplement. |
| Total cash fees earned (2024) | 65,000 | Reported fees for Dr. Jenkins in 2024. |
Policy also provides: Board Chair $30,000; Nominating & Corporate Governance Chair $10,000; non‑chair Nominating member $5,000; non‑chair Compensation member $7,500.
Performance Compensation (Equity Grants and Structure)
| Item | Amount / Terms |
|---|---|
| 2024 Stock awards (grant‑date fair value) | $115,495 (ASC 718) |
| 2024 Option awards (grant‑date fair value) | $113,329 (ASC 718) |
| Annual non‑employee director equity | Determined annually by Compensation Committee with independent consultant; granted under equity plan. |
| New director initial grant | Equal to two times Annual Non‑Employee Director Grant; vests one year from grant date. |
| Change‑of‑control protection | 100% of shares underlying options become vested and exercisable immediately prior to change in control. |
Equity grants dominate the director pay mix: equity awards ($228,824) exceeded cash fees ($65,000) in 2024.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards/interlocks disclosed in proxy. |
Expertise & Qualifications
- Strategic regulatory leadership: Former Director of FDA’s Office of New Drugs with oversight of all new drug reviewing divisions; Congressional testimony and PDUFA negotiations experience.
- Medical credentials: Board‑certified in internal medicine and pulmonary diseases; MD from University of Tennessee; advanced training at VCU/MCV.
- Industry advisory experience: Principal at Greenleaf Health (2017–2023); Managing Member of regulatory advisory firm.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 19,376; primarily comprised of options exercisable within 60 days. |
| Percentage of shares outstanding | <1% (denoted by asterisk in table). |
| Presently exercisable options included in beneficial ownership | 19,343 shares. |
| RSUs held (as of 12/31/2024) | 2,783 RSUs. |
| Options held (as of 12/31/2024) | 19,343 options. |
| Anti‑hedging policy | Hedging/monetization transactions prohibited for directors and related parties. |
Governance Assessment
-
Strengths
- Independence and role concentration: Independent director; Chair of Compensation Committee and member of Audit Committee, aligning oversight of pay and financial reporting.
- Deep regulatory expertise: FDA leadership background is highly relevant to a precision oncology developer, enhancing board oversight of clinical/regulatory strategy.
- Engagement: Board met five times; Compensation (9) and Audit (8) committee meetings in 2024; each director met at least 75% attendance threshold.
- Pay governance: Compensation Committee engages an independent consultant (OneDigital) reporting directly to the committee; no other company work in 2024, mitigating consultant conflicts.
- Conflicts monitoring: Audit Committee reviews and approves related‑party transactions; none identified since Jan 1, 2023 beyond standard compensation.
-
Potential concerns and signals to monitor
- Ownership alignment: Beneficial ownership is <1%; holdings largely in options rather than vested common shares, which may moderate “skin‑in‑the‑game.”
- External business interests: Operates a regulatory advisory firm; while no related‑party transactions were identified, ongoing monitoring appropriate to ensure no engagements intersect with Corbus matters.
- Hedging/pledging: Hedging prohibited; pledging not explicitly addressed in the proxy—monitor for future policy disclosures or updates.
-
Additional governance context
- Anti‑hedging and insider trading policies enforced; Section 16(a) ownership reports were timely in 2024.
Director Compensation Details (2024)
| Component | Cash ($) | Equity – Stock Awards ($) | Equity – Option Awards ($) | Total ($) |
|---|---|---|---|---|
| John K. Jenkins, M.D. | 65,000 | 115,495 | 113,329 | 293,824 |
As of December 31, 2024, Dr. Jenkins held options to purchase 19,343 shares and 2,783 RSUs.
Board/Committee Activity (2024)
| Body | Meetings Held | Jenkins Role |
|---|---|---|
| Board of Directors | 5 | Director; attended ≥75% aggregate meetings/committees. |
| Compensation Committee | 9 | Chair. |
| Audit Committee | 8 | Member. |
Related‑Party Transactions and Policies
- No related‑party transactions identified (threshold >$120,000 or >1% of average total assets at year‑end for last two fiscal years).
- Formal policy requiring Audit Committee review/approval of related‑party transactions (> $100,000), assessing arm’s‑length terms and benefits.
Notes on Compensation Structure and Change‑of‑Control Protections (Directors)
- Annual non‑employee director equity determined by Compensation Committee; initial director grants equal two times annual grant and vest after one year; options accelerate 100% upon a change in control.
Independence and Indemnification
- Jenkins is independent under Nasdaq Listing Rules; committee independence requirements satisfied.
- Company provides indemnification to directors to fullest extent permitted by Delaware law; maintains D&O insurance.