Kevin J. Buehler
About Kevin J. Buehler
Independent Chair of the Board at Precision BioSciences (DTIL), age 67, serving since November 2019; appointed Interim Chair in March 2020 and permanent Chair in November 2020. He has 30+ years in healthcare, including Division Head of Alcon Laboratories (Novartis division) from April 2011–May 2014 and prior roles as CEO & President of Alcon Inc. (2009–2011), SVP Global Markets & CMO (2007–2009), and SVP U.S. Market & CMO (2005–2007). Education: B.A. from Carroll University and Harvard Executive Program for Management Development; current board member of Read Fort Worth (non-profit). Tenure and credentials position him as an experienced governance leader for DTIL’s gene editing strategy.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alcon Laboratories, Inc. (Novartis AG division) | Division Head | Apr 2011–May 2014 | Senior operating leadership in ophthalmic pharma/medtech |
| Alcon Inc. | Chief Executive Officer & President | Apr 2009–Apr 2011 | Led global business; preceded by CMO roles |
| Alcon Inc. | SVP, Global Markets & Chief Marketing Officer | 2007–2009 | Global commercial leadership |
| Alcon Inc. | SVP, U.S. Market & Chief Marketing Officer | 2005–2007 | U.S. commercial leadership |
| Alcon Inc. | Various roles | Began Aug 1984 | 30+ years with Alcon |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Read Fort Worth (non-profit) | Director | Current | Community/education impact; governance exposure |
| Public company boards (last 5 years) | None disclosed | — | No other public board interlocks disclosed in bio |
Board Governance
- Leadership: Independent Chair separating Chair and CEO roles; as independent Chair, performs Lead Director functions (agenda, sessions, liaison with CEO).
- Independence: Board determined Buehler and five of six directors are independent under Nasdaq rules.
- Executive sessions: Independent directors meet privately at least twice per year; chaired by the independent Chair.
- Attendance: FY2023—each incumbent director attended ≥95% of board/committee meetings; FY2024—each incumbent director attended ≥75%.
- Annual meeting: All directors attended the 2024 annual meeting.
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member | No |
| Compensation | Not a member | — |
| Nominating & Corporate Governance | Member | No (Chair is Shari Lisa Piré) |
| Science & Technology | Not a member | — |
- Audit Committee financial expert: Board designated Buehler (and Brown, Germano) as “audit committee financial experts.”
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings | 6 | 7 |
| Audit meetings | 4 | 4 |
| Compensation meetings | 6 | 3 |
| Nominating & Governance meetings | 4 | 2 |
| Science & Technology meetings | 5 | 6 |
| Attendance threshold for incumbents | ≥95% | ≥75% |
Fixed Compensation
Policy fee schedule (non-employee directors):
- Chair of the Board $72,500; directors $40,000; Audit member $7,500; Nominating member $4,500; additional chair/member fees for other committees as specified.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees earned ($) | 84,500 | 84,500 |
| Chair retainer ($, policy) | 72,500 | 72,500 |
| Audit committee member fee ($, policy) | 7,500 | 7,500 |
| Nominating committee member fee ($, policy) | 4,500 | 4,500 |
| Total director compensation ($) | 188,487 | 214,498 |
Note: Buehler’s $84,500 cash fees are consistent with Chair retainer ($72,500) plus Audit ($7,500) and Nominating ($4,500) member fees based on his committee assignments.
Performance Compensation
- Annual equity: Non-employee directors received time-based RSUs (annual grant). Annual RSUs vest in a single installment on the earlier of the day before the next annual meeting or the first anniversary of grant; initial director RSUs vest in 12 quarterly installments. All unvested director RSUs vest on change of control.
- No performance-conditioned metrics for director equity grants disclosed (time-based RSUs only).
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| RSUs granted (shares) | 4,202 | 9,826 |
| RSU grant fair value ($) | 103,987 | 129,998 |
Other Directorships & Interlocks
- No current public company directorships disclosed for Buehler in the last five years; no disclosed interlocks with DTIL competitors/suppliers/customers.
Expertise & Qualifications
- 30+ years healthcare leadership with CEO/Division Head experience at Alcon; deep commercial/operations background.
- Governance: Independent Chair; audit committee member designated as “financial expert.”
- Education: B.A. (Carroll University); Harvard Executive Program for Management Development.
- Civic role: Read Fort Worth board.
Equity Ownership
- Anti-hedging policy prohibits hedging transactions for directors/officers/employees.
- No pledged shares disclosed for directors in beneficial ownership tables.
- Corporate Governance Guidelines include “Stock ownership,” but specific numeric director ownership guidelines not disclosed.
| As-of Date | Common Shares Owned | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Total Beneficially Owned | % of Shares Outstanding |
|---|---|---|---|---|---|
| Apr 8, 2024 | — | 10,008 | 4,202 | 14,210 | * (<1%) |
| Mar 20, 2025 | 8,712 | 10,008 | — | 18,720 | * (<1%) |
Additional director positions as of Dec 31, 2024:
- Options: 10,008 vested; 0 unvested. RSUs: 9,826 unvested.
Shares outstanding for context: 6,916,239 (Apr 8, 2024); 10,481,931 (Mar 20, 2025).
Governance Assessment
- Board effectiveness: Independent Chair structure with Buehler serving Lead Director functions enhances oversight; independent composition across committees, with audit having financial expert designations. Engagement evidenced by strong attendance (≥95% in 2023; ≥75% in 2024).
- Alignment: Director compensation mix balances cash retainer/committee fees with modest annual RSUs; Buehler’s beneficial ownership increased from 14,210 to 18,720, indicating skin-in-the-game alongside existing options/RSUs.
- Controls & policies: Anti-hedging policy and related-person transaction review (audit committee) mitigate alignment risks; clawback policy applies to executive incentive pay (not directors).
- Say-on-pay context: First say-on-pay held in 2025 with board recommending annual frequency; signals responsiveness to shareholder governance norms (director oversight role).
- Potential conflicts and mitigants:
- Aon engaged as independent compensation consultant; an Aon subsidiary also brokered D&O insurance ($225,000). The compensation committee evaluated independence and determined no conflict; engagement recommended by management and approved by the Board. Transparency is good, but dual engagements warrant continued monitoring.
- Related-person transactions policy requires audit committee approval and director recusals; no Buehler-specific related party items disclosed.
RED FLAGS
- Dual-role advisor: Aon’s compensation consulting plus D&O brokerage—committee assessed no conflict, but keep watch for fee-driven influence; ensure periodic re-evaluation of advisor independence.
- Dilution vigilance: Rising director RSU values from 2023 to 2024 occur alongside broader equity plan usage; ensure ongoing alignment with shareholder dilution thresholds.
Compliance signals:
- Section 16(a) filings: Company noted delinquent Form 4s in 2024 for certain executives (not Buehler), implying his filings were timely.