Steven Kornfeld

About Steven Kornfeld

Independent director (Class III) at Forte Biosciences since June 2020; age 57 as of April 30, 2025. Kornfeld is a partner at Castle Peak Partners LLC (since February 2020), a CFA charterholder, with prior 19-year tenure in portfolio management and healthcare investing at Franklin Templeton; MBA from Northwestern (Kellogg) and bachelor’s from Wharton. He serves as Board Observer at Lark Health; previously listed as a director at JayBirds Chicken LLC (private). Forte’s Board has affirmatively determined Kornfeld is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Independence: Forte’s Board determined six of eight directors are independent, including Kornfeld. No lead independent director currently appointed.
• Board composition/tenure: Kornfeld reclassified from Class II to Class III (term through 2026) in Sept 2024 to rebalance classes; service continued uninterrupted.
• Committee assignments and chair roles:
  • Audit Committee: Member; designated an audit committee financial expert. Audit Committee held five meetings in 2024.
  • Compensation Committee: Chair; committee held two meetings in 2024.
  • Nominating & Corporate Governance Committee: Chair; committee did not meet during 2024.
• Attendance: In 2024 the Board held six meetings; each director attended at least 75% of Board and applicable committee meetings.

Fixed Compensation

• Policy schedule (amended and restated March 2025; paid quarterly, in arrears):
  • Annual Board retainer: $42,500.
  • Committee chair/member fees:
    • Audit: Chair $20,000; Member $10,000 (vs $16,000/$8,000 in 2024).
    • Compensation: Chair $14,000 (vs $12,000 in 2024); Member $7,250 (vs $6,000 in 2024).
    • Nominating & Governance: Chair $10,000; Member $5,000.
  • Chair of Board: $30,000; Lead Independent Director: $20,000 (none currently appointed).
• Actual cash paid (director-specific):
  • 2024: $82,999 (Kornfeld).
  • 2023: $81,000 (Kornfeld).
  • 2021: $63,688 (Kornfeld).

Performance Compensation

• Equity award framework (non-employee directors):
  • 2024 policy: Initial and Annual options of 2,000 shares; vesting monthly over 36 months (initial) or monthly over ~12 months (annual).
  • March 2025 amended policy: Initial, Existing Director, and Annual options increased to 31,000 shares; vesting 1/36 monthly (Initial/Existing) and 1/12 monthly (Annual); 10-year term; strike set at FMV on grant date; full acceleration upon change-in-control.
• Director option awards (grant-date fair value):
  • 2024: $13,310 (Kornfeld).
  • 2023: $16,728 (Kornfeld).
  • 2021: $405,976 (Kornfeld).
• Outstanding director options (as disclosed):
  • As of 12/31/2023: 5,000 options (Kornfeld).
  • As of 12/31/2024: 7,000 options (Kornfeld).
• Vesting/terms:
  • Monthly vesting cadence; 10-year expiration; strike at 100% FMV; director awards accelerate in full on change-in-control.

Other Directorships & Interlocks

• No public-company directorships for Kornfeld disclosed in Forte’s proxy.

Expertise & Qualifications

• Finance/investing: Two decades+ in biotech investing; CFA charterholder; deemed audit committee financial expert by the Board.
• Education: MBA (Northwestern Kellogg); bachelor’s (Wharton).
• Sector knowledge: Biotech investing background cited for Board qualification.

Equity Ownership

(*) Represents less than 1% (per company disclosure).

Outstanding director options trend:

Ownership alignment signals:

• Policy prohibits hedging and pledging for directors.
• Participated in July 31, 2023 private placement: purchased 3,960 shares at $25.25 (split-adjusted) for ~$99,999; positive alignment via capital commitment.

Fixed vs Performance Compensation – Structure Analysis

• Policy change in March 2025 materially increases director option share counts (31,000) with monthly vesting; while aligning interests, full CIC acceleration is generous and can dilute performance sensitivity.

Related Party Transactions and Conflicts

• Related party policy: Audit Committee reviews/approves related person transactions >$120,000; includes independence and fairness criteria.
• Disclosed transactions involving directors/executives (since 2023): Kornfeld’s 2023 private placement purchase (above) is arms-length capital raise participation; no other Kornfeld-specific related party dealings disclosed.

Director Compensation Details (Policy and Actual)

Governance Assessment

• Strengths
  • Dual committee chair roles (Compensation; Nominating & Governance) signal influence and engagement in pay and board composition; Board affirms independence.
  • Audit Committee membership plus “financial expert” designation improves oversight of reporting and controls.
  • Hedging/pledging ban and personal share purchase in 2023 private placement support alignment.
• Watch items
  • Nominating & Governance Committee did not meet in 2024; with Kornfeld as chair, this is a process rigor concern given board refreshment needs.
  • Director equity awards fully accelerate on change-in-control, potentially reducing retention-based discipline around strategic transactions.
  • Forte’s 2024 board changes and Delaware Chancery activism settlement context indicate governance stress; continued monitoring warranted.
• Attendance/engagement
  • Minimum attendance threshold met (≥75%) and multiple committee leadership roles indicate participation; however, committee meeting cadence varies (e.g., two Compensation Committee meetings in 2024).

RED FLAGS

• Full change-in-control acceleration on director equity awards (reduced performance-contingency).
• Nominating & Governance Committee recorded no meetings in 2024 despite leadership responsibilities.