Jack Kaye
About Jack L. Kaye
Independent director since May 2015; age 81; Class II; term expires 2027. Former Deloitte LLP partner (1978–2006); CPA; recognized “audit committee financial expert.” Serves as Audit Committee Chair and Compensation Committee member; Board determined he is independent under Nasdaq rules. Attendance was 100% in 2024 (Board met 6 times) and all directors met 75%+ thresholds; DYAI encourages director attendance at annual meetings and reported full attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Partner | 1978–2006 | Served diverse public/private clients; SEC reporting, financings, governance/SOX; led Tri-State Core Client practice. |
| Keryx Biopharmaceuticals Inc. | Director; Audit Chair; Nom/Gov Member | 2006–May 2016 | Chaired Audit; governance oversight. |
| Tongli Pharmaceuticals (USA) Inc. | Director; Audit Chair | N/D | Chaired Audit. |
| Balboa Biosciences, Inc. | Director; Audit Chair | N/D | Chaired Audit. |
| Dissident Slates (Astellas/OSI; Roche/Illumina; Horizon/Depomed) | Nominee/Participant | Various | Activist slate participation in contested M&A. |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| uniQure N.V. (QURE) | Director; Audit Chair; Compensation Committee & Special Transaction Pricing Committee Member | May 2016 | Audit leadership; comp and special pricing oversight. |
| TDA Industries, Inc. (private) | Director | Feb 2024 | Board member. |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member.
- Audit committee financial expert: Board designated Kaye under Item 407(d)(5).
- Independence: Board assessed Kaye as independent under Nasdaq rules; all Audit/Comp members independent.
- Attendance: Board met 6 times in 2024; each director attended all. Board met 14 times in 2023; each director attended all; no director below 75% attendance.
- Board structure: Classified; Jack Kaye is Class II, term to 2027; Board size reduced to 4 post-2025 meeting.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $45,000 | $45,000 |
| Annual RSU retainer (units) | 27,174 RSUs (program level) | 23,585 RSUs (program level) |
| Chair cash premium ($) | $15,000 (Audit Chair) | $15,000 (Audit Chair) |
| Meeting fees | None disclosed | None disclosed |
| All Other Compensation ($) | N/D | $12,000 (tax reimbursement on RSU vesting) |
Notes:
- Non-employee director program: $30,000 cash retainer plus RSUs; chairs receive $15,000 cash and additional options; one-year cliff vesting for RSUs and options.
Performance Compensation
| Award Type | Grant Structure | 2023 Award Size | 2024 Award Size | Vesting |
|---|---|---|---|---|
| Stock Options (director program) | Annual grant; plus chair premium | 35,000 options + 17,500 options for chair (program design) | 50,000 options + 17,500 options for chair (program design) | One-year cliff, service-based; no performance metrics disclosed |
| RSUs (director program) | Annual grant | 27,174 units (program level) | 23,585 units (program level) | One-year cliff, service-based; no performance metrics disclosed |
Director-specific option/RSU grant fair values (reported):
- Option awards value: $42,311 (2023) ; $63,423 (2024)
- Stock awards value (RSUs): $37,500 (2023, 2024)
Other Directorships & Interlocks
| Entity | Relationship to DYAI | Potential Interlock/Conflict |
|---|---|---|
| uniQure N.V. (QURE) | External biotech; Kaye Audit Chair | Industry adjacency; no disclosed supplier/customer tie to DYAI; monitor info flows. |
| TDA Industries, Inc. | Private co.; board member | No disclosed transactions with DYAI. |
| Prior boards (Keryx, Tongli, Balboa) | Historical roles | No current DYAI related-party transactions disclosed. |
Expertise & Qualifications
- CPA; extensive audit, SEC reporting, financing, governance/SOX expertise from Deloitte leadership.
- Designated audit committee financial expert; chairs DYAI Audit.
- Transactional experience including contested M&A slates.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Common shares held | 33,581 | 59,649 |
| Options exercisable within 60 days | 537,500 | 605,000 |
| Total beneficial ownership (shares) | 571,081 | 664,649 |
| Ownership % of shares outstanding | 1.9% | 2.1% |
| RSUs outstanding at 12/31 | 27,174 (2023 program level) | 21,552 (as of 12/31/2024) |
| Shares pledged/hedged | Not disclosed; company has no specific hedging policy, but insider trading policy requires prior approval for derivatives |
Governance Assessment
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Strengths:
- Independence, audit leadership, and “financial expert” designation support robust financial oversight.
- High engagement and attendance; consistent committee activity.
- Material personal alignment via options; 2.1% beneficial ownership in 2025 (incl. options within 60 days) supports skin-in-the-game.
-
Watch items / RED FLAGS:
- Tax reimbursement on RSU vesting ($12,000 in 2024) constitutes a tax gross-up-like benefit uncommon for directors at many issuers. Consider shareholder-friendliness and optics.
- Company lacks a formal anti-hedging policy; approves transactions case-by-case under insider trading policy—monitor for alignment risks.
- Related-party financing exists with CEO-affiliated trusts (Convertible Notes) overseen by Audit Committee; while no link to Kaye is disclosed, continued vigilance on committee independence is warranted.
-
Overall view:
- Kaye’s deep audit background and external audit chair role at QURE enhance board effectiveness at DYAI; independence confirmed, attendance strong, and committee leadership solid. Equity alignment is meaningful via options, though the presence of tax reimbursements and lack of formal hedging prohibition temper governance optics.
Section 16 compliance: Company reported one late Form 4 in April 2024 for certain executives (not including Kaye), indicating overall timely filings by directors including Kaye.