James Bowie
About James U. Bowie
James U. Bowie, PhD (age 65), has served as a director of eXoZymes (EXOZ) since the company’s inception in April 2019. He is Professor Emeritus in the UCLA Department of Chemistry & Biochemistry (faculty since 1993; Associate Director of the UCLA-DOE Institute 2002–2019; Vice Chair 2012–2019). He holds a B.A. with Distinction in Chemistry (Carleton College, 1981), a Ph.D. in Biochemistry (MIT, 1989), and completed postdoctoral work at UCLA (1989–1993). The Board cites his deep expertise in protein and enzyme structure and related patents as highly valuable to oversight of company strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA Department of Chemistry & Biochemistry | Faculty; Professor Emeritus | Faculty since 1993; Emeritus June 2021 | Associate Director, UCLA-DOE Institute (2002–2019); Vice Chair (2012–2019) |
| Protein Society | President | 2013–2015 | Led professional society; organized international meetings |
| Various academic journals | Editorial Board Member | Not specified | Editorial leadership; scientific community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Academic and scientific bodies | Board member, organizer, committee service | Various | Fellow of the Biophysical Society and AAAS; patents in drug screening, protein structure prediction, enzyme system design |
Board Governance
- Independence: The Board determined all directors except Christopher Marlett, Anthony DiGiandomenico, and Edgardo Rayo are independent under Nasdaq/SEC rules; Bowie qualifies as independent .
- Committees: Member of Audit, Compensation, and Nominating Committees; all three committees comprise independent directors. Audit Committee chaired by Lon Bell (SEC “financial expert”) .
- Attendance and engagement: In FY2024, the Board met 4 times; the Audit Committee met 4 times; each incumbent director attended at least 75% of Board and committee meetings for their service period .
- Audit Committee report: Audit Committee (Bell, Bowie, Lalonde) reviewed FY2024 audited financials, discussed with auditors per PCAOB/SEC requirements, received independence communications, and recommended inclusion of audited financials in the 10-K .
- Annual meeting results (governance sentiment): 2025 Annual Meeting achieved quorum (56.98% of shares). All six directors were elected; Bowie received 4,276,321 “For” votes with 145 “Withheld.” Say-on-Pay advisory passed; shareholders preferred triennial frequency .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Director cash fees (USD) | $0 | $0 |
| Option awards – grant-date fair value (USD) | $0 | $0 |
| Non-equity incentive compensation (USD) | $0 | $0 |
| Notes | No defined director compensation plan; Company may adopt cash/stock arrangements in future. Independent directors are reimbursed for reasonable expenses | No defined director compensation plan; Company may adopt cash/stock arrangements in future. Independent directors are reimbursed for reasonable expenses |
The proxy discloses no director fees or equity awarded to Dr. Bowie for 2023–2024, while two independent peers (Bell, Lalonde) received modest cash retainers and option awards in 2024, indicating a conservative/non-inflationary board pay posture overall .
Performance Compensation
| Element | Terms/Metric | Weight/Target | Applies to Bowie | Disclosure |
|---|---|---|---|---|
| Non-equity incentive metrics (e.g., revenue, EBITDA, TSR) | Not disclosed for directors | N/A | No | Director table shows no non-equity incentive pay; no performance metrics provided |
| Equity (options/RSUs) performance conditions | Not disclosed for directors | N/A | No | Bowie shows no equity awards in 2023–2024; no PSU/metric detail for directors |
Other Directorships & Interlocks
| Entity | Type | Role/Relationship | Interlock/Conflict Relevance |
|---|---|---|---|
| MDB Capital Holdings, LLC | Former parent; controlling shareholder (48.25% at reporting) | Directors Christopher Marlett and Anthony DiGiandomenico are majority shareholders/directors of MDB and serve on EXOZ Board; director Edgardo Rayo is employed by an MDB affiliate | Significant influence and potential conflicts managed via Audit Committee related-party oversight |
| Public company directorships (Bowie) | Public board roles | None disclosed in proxy | No external public board interlocks identified for Bowie |
Expertise & Qualifications
- Scientific leadership: Recognized expert in protein/enzyme structure; >29,000 citations; patents in screening, structure prediction, enzyme design; Fellow of Biophysical Society and AAAS .
- Academic governance: Senior leadership at UCLA-DOE Institute; Vice Chair roles; editorial boards; global conference organization—indicative of rigorous oversight and committee effectiveness skills .
- Board’s rationale: Board explicitly values his intimate knowledge of EXOZ’s foundational enzyme technology for strategic oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| James U. Bowie | 600,417 | 7.14% | Includes 577,910 issued/standing shares and 22,507 currently exercisable options; excludes 3,463 options vesting in future . Table based on 8,367,810 shares outstanding; footnote references 8,387,250 shares as basis elsewhere in table note . |
Governance Assessment
- Positive signals
- Independent director serving on all three key committees, supporting robust independent oversight of financial reporting, compensation, and nominations .
- Documented attendance compliance (≥75%) and active Audit Committee engagement with auditors and internal controls strengthens investor confidence .
- Meaningful ownership (7.14%) aligns incentives with shareholders; presence of currently exercisable options further indicates skin-in-the-game .
- 2025 shareholder votes showed strong director support for Bowie and broad approval of governance proposals (Say-on-Pay passed; triennial frequency favored) .
- Conflicts and oversight
- MDB Capital Holdings is a 48% controlling shareholder; multiple EXOZ directors have leadership ties to MDB (including the Chair), elevating potential influence risk. The Audit Committee is charged with reviewing/approving related-party transactions per stated policy .
- Legacy related-party financing from MDB (undocumented loans at 5% interest) was settled post-IPO; remaining payable at year-end 2024 was $178,966 (non-interest bearing), expected to be paid in 2025—resolution reduces near-term conflict exposure but underscores need for ongoing vigilance .
- RED FLAGS to monitor
- Concentrated control: MDB’s ability to sell registered shares (up to 4,013,769) may pressure stock price and influence governance dynamics; MDB had no lock-up on those shares, creating overhang risk .
- Related-party history: Prior MDB loans and continuing control require strong Audit Committee gatekeeping on related-party dealings; Bowie’s Audit Committee role is directly relevant to mitigating this risk .
Appendix: 2025 Annual Meeting Voting Snapshot (context)
| Proposal | For | Against | Abstain | Notes |
|---|---|---|---|---|
| Elect James U. Bowie (Director) | 4,276,321 | — | 145 | Elected until 2026 meeting |
| Say-on-Pay (advisory) | 4,272,987 | 1,801 | 1,678 | Passed |
| Say-on-Pay Frequency | — | — | — | Shareholders favored every three years (4,121,899 votes for three-year option) |
| 2025 Performance Equity Plan | 4,181,189 | 92,840 | 2,437 | Approved |
| Ratify RBSM LLP (auditors) | 4,779,589 | 109 | 75 | Approved |
Related-party policy: Audit Committee reviews and approves related-party transactions, considering ordinary-course status, arm’s-length terms, purpose/benefits, dollar value, and related-party interest, with ability to ratify past transactions .
Indemnification: Company has indemnification agreements for directors with expense advancement subject to undertakings .