James Lalonde
About James J. Lalonde
James J. Lalonde, age 64, has served as an independent director of eXoZymes Inc. since April 1, 2024. He is a recognized leader in synthetic biology, currently Chairman of the Board at Willow Biosciences Inc. (since August 2023), with prior leadership roles at Inscripta (Lead, Microbial Digital Genome Engineering), Codexis (SVP R&D), Altus Biologics, and Vista Chemical. Lalonde holds a B.Sc. in chemistry from Lakehead University and a Ph.D. in organic chemistry from Texas A&M; he is a two-time U.S. Presidential Green Chemistry Award recipient and was elected to Texas A&M’s Academy of Distinguished Alumni in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inscripta Inc. | Lead, Microbial Digital Genome Engineering Business | Sep 2019 – Aug 2021 | Led microbial DGE business at genome engineering leader |
| Codexis, Inc. | SVP, R&D | 2004 – 2019 | Oversaw >50 enzyme programs; led CodeEvolver technology licensing to pharma |
| Altus Biologics | Leadership roles in biocatalysis and chemical development | 1993 – 2004 | Biocatalysis development |
| Vista Chemical Company | Scientific research | 1989 – 1993 | Early career scientific research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Willow Biosciences Inc. | Chairman of the Board | Aug 2023 – Present | Public biotechnology company board leadership (company status not specified in proxy) |
| Multiple private start-ups | Scientific Advisor | Ongoing | Advises synthetic biology start-ups |
Board Governance
- Committee memberships: Audit Committee, Compensation Committee, and Nominating Committee (independent under Nasdaq rules) .
- Committee chair roles: Audit Committee chaired by Lon Bell (designated “financial expert”); Lalonde is a member, not chair . Committee chair roles for Compensation and Nominating are not disclosed .
- Independence: Board determined Lalonde is independent; a majority of the board (3 of 6) are independent as of the proxy date .
- Attendance: In FY2024, the Board met 4 times and the Audit Committee met 4 times; each incumbent director attended at least 75% of board and applicable committee meetings .
- Annual meeting participation: Company policy invites and encourages all directors to attend the annual meeting .
- Governance policies: Code of Business Conduct and Ethics, Insider Trading Policy (blackouts, pre-clearance, 10b5-1), and a Clawback Policy for incentive compensation are adopted .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | — | — | — | — | — |
| 2024 | 8,333 | — | — | — | 8,333 |
- Director pay framework: Company states it does not have a defined director compensation plan; independent director compensation is determined at appointment and reimburses reasonable expenses .
Performance Compensation
| Year | Option Awards ($) | Stock Awards ($) | Grant Date | Shares/Units | Exercise/Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| 2023 | — | — | Not disclosed | — | — | — | — |
| 2024 | 51,939 | — | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
- 2025 Equity Incentive Plan: Approved by the Board (subject to shareholder approval) with 1,250,000 shares reserved; permits options, RSUs, SARs, restricted stock, and performance-based awards; includes change-in-control acceleration only if specified in award agreements; plan term through June 16, 2035 .
- Clawback: Plan allows Dodd-Frank compliant clawbacks (recapture) for incentive-based compensation to comply with Section 10D .
Performance Metrics (Plan-level, applicable to Performance Awards; director-specific metrics not disclosed)
| Category | Examples (as defined in Section 162(m)-style list) |
|---|---|
| Profitability and returns | EPS, net income, EBIT, EBITDA, operating income, return on capital/equity/assets, economic value added |
| Growth and efficiency | Revenues, margins, cash flow, operating margin, working capital, fixed/variable cost management |
| Strategic outcomes | M&A execution, market entry, member/customer metrics, strategic plan implementation |
| Market-based | Total shareholder return, share fair market value |
Note: The proxy does not disclose director-specific performance goals or award metrics; the table reflects permissible plan metrics rather than Lalonde’s award terms .
Other Directorships & Interlocks
| Relationship | Details | Potential Governance Impact |
|---|---|---|
| MDB Capital Holdings, LLC (former parent; 48.14% beneficial owner) | MDB beneficially owns 4,136,426 shares; directors Christopher Marlett (Chairman) and Anthony DiGiandomenico are majority shareholders/directors at MDB; director Edgardo Rayo is employed by an MDB affiliate . | Controller influence; related-party history; potential conflicts in board independence and transactions oversight . |
| Willow Biosciences Inc. | Lalonde is Chairman of the Board (since Aug 2023) . | No disclosed transactional ties with EXOZ; minimal conflict absent supplier/customer relationships (not disclosed) . |
Expertise & Qualifications
- Synthetic biology and protein engineering expert; led >50 enzyme programs across pharma, nutrition, diagnostics .
- Technology commercialization: CodeEvolver licensing; microbial genome engineering leadership .
- Academic and industry recognition: Two U.S. Presidential Green Chemistry Awards; Texas A&M distinguished alumni; extensive citation record in enzyme/protein science .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| James J. Lalonde | 18,871 | 0.22% | No breakdown of vested/unvested or options disclosed for director; no pledging disclosed |
Board Governance—Independence, Attendance, Engagement
- Independence: Lalonde is independent; Board majority independent as of proxy date .
- Audit oversight: Lalonde serves on Audit; committee chaired by a financial expert (Lon Bell) .
- Attendance: ≥75% board/committee attendance by all incumbent directors in FY2024 .
- Policies: Insider trading compliance policy, clawback policy, code of conduct; Audit Committee pre-approves all auditor services .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | Company states all Section 16(a) reporting complied in FY2024; specific Form 4 details for Lalonde are not included in the proxy . |
Fixed vs Performance Compensation Mix (2024)
- Cash: $8,333 director fee .
- Equity/options: $51,939 options award fair value; grant specifics not disclosed .
- No committee chair fees or meeting fees disclosed; director compensation plan not defined; reimbursement of reasonable expenses .
Potential Conflicts & Related-Party Exposure
- MDB Capital loans and advances to EXOZ prior to IPO (repaid post-IPO), and residual payable to MDB at year-end 2024; MDB is controlling shareholder; multiple EXOZ directors are MDB insiders or affiliated, increasing the need for robust Audit Committee oversight of related-party matters .
- Audit Committee is charged with reviewing related-party transactions and conflicts; Lalonde serves on this committee .
Governance Assessment
- Strengths:
- Independent director with deep domain expertise in synthetic biology and enzyme engineering .
- Serves on all three key committees (Audit, Compensation, Nominating), enhancing oversight breadth .
- Board policies on insider trading and clawbacks; audit committee independence and financial expert chair .
- Concerns / RED FLAGS:
- Controller/related-party concentration via MDB Capital; shared directorships and employment ties on the board heighten perceived conflict risk and may dilute minority shareholder influence .
- Director compensation structure not formalized; limited disclosure of award terms (grant dates, strike, vesting) reduces pay transparency for alignment assessment .
- No disclosed stock ownership guidelines or pledging/hedging restrictions specific to directors; ownership alignment unverified beyond basic holdings .
- Net impression:
- Lalonde’s scientific and commercialization expertise is accretive to board effectiveness, particularly for product and R&D oversight, but investor confidence on governance hinges on consistent, transparent management of related-party risks and clearer disclosure on director equity award terms and ownership policies .