Khalid Islam

About Khalid Islam

Dr. Khalid Islam, age 69, is an independent director and current Chairman of the Board at Fennec Pharmaceuticals (FENC), serving since April 2014. He holds a Ph.D. from Imperial College, University of London, and is a graduate of Chelsea College; he has published over 80 articles and holds several patents . His prior CEO track record includes leading Gentium S.p.A. from loss-making to profitable and ultimately selling it for $1 billion to Jazz Pharmaceuticals, and scaling Arpida AG from start-up to a SWX-listed company with $300 million raised . As independent Chairman, the Board has explicitly separated the Chair and CEO roles, with Dr. Islam overseeing independence and Board effectiveness .

Past Roles

External Roles

Board Governance

• Independence and leadership: Roles of Chairman and CEO are separated; Dr. Islam is independent and responsible for maintaining Board independence and presiding over independent director sessions as needed .
• Committee memberships: Audit Committee member; Audit Committee is fully independent and financially literate; chair is Chris A. Rallis, with members Marco Brughera and Dr. Islam .
• Attendance and engagement: In FY2024, the Board met 10 times. Dr. Islam attended 10/10 Board meetings and 4/4 Audit Committee meetings; he is not on Compensation or Governance/Nominating Committees .
• Executive sessions: The Board devoted a portion of ten meetings to independent director sessions; guidelines require at least annual independent sessions and authorize the Chairman to convene them; committees can hire advisors without management approval .

Attendance (FY2024)

Fixed Compensation

• Director cash compensation policy applicable to Dr. Islam:
  • Annual base retainer for non-management directors: $40,000 .
  • Additional annual fee for Chairman of the Board: $50,000 (covers all Chair activities) .
  • Committee chair fees: Audit Chair $20,000; other committee chairs $15,000; paid quarterly; no per-meeting fees .
  • Reimbursement: Independent Director Agreements provide reimbursement of reasonable travel and related expenses .

Note: The proxy describes the policy amounts; individual director cash paid is not itemized beyond roles/fees .

Performance Compensation

• Annual director equity grants: On August 15, 2024, Dr. Islam received 25,000 stock options at a $5.58 exercise price; options vest immediately upon grant under the Independent Director Agreements .
• Value vested in 2024: 25,000 options vested for Dr. Islam; the table does not show a dollar value for vesting, but describes the valuation method (market price minus exercise price on vest date) .

2024 Director Option Grant

Outstanding Director Options (as of Dec 31, 2024; closing price $6.32)

Option Vesting in 2024

Performance Metrics Tied to Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive pharma leadership and M&A execution (Gentium $1B sale; Arpida IPO/capital raises) .
• Scientific credentials (Ph.D., patents, >80 publications; academic roles at Imperial College and Milan University) .
• Boardroom skills: Audit Committee member; Audit Committee entirely independent and financially literate; committee authority includes oversight of auditors, internal controls, and risk .
• International governance experience across U.S./EU-listed and private biotech boards .

Equity Ownership

• As of April 7, 2025, Dr. Islam beneficially owned 213,825 common shares and held options exercisable within 60 days for 200,000 shares; total stock-based holdings 413,825, representing 1.49% of shares outstanding (27,597,938 shares outstanding) .

• Ownership guidelines: The company does not require non-executive directors to own a specific amount of common shares .
• Pledging/hedging: No pledging or hedging disclosures are noted for Dr. Islam in the proxy; the Code of Conduct provides conflict disclosure and oversight processes .

Governance Assessment

• Strengths:
  • Independent Chairman with full attendance and active Audit Committee membership; clear separation of Chair/CEO roles supports effective oversight .
  • Proven strategic leadership and transaction execution record (Gentium, Arpida) enhances board credibility in scaling and monetizing assets .
  • Audit Committee is fully independent and financially literate; Rallis is audit committee financial expert; committee charter confers strong authority over auditors and controls .
• Alignment and incentives:
  • Cash retainer plus Chairman fee paid quarterly; director options vest immediately, aligning long-term incentives with market valuation; no per-meeting fees .
  • Significant personal share ownership (213,825 shares) and exercisable options (200,000) provide skin-in-the-game; 1.49% beneficial ownership supports alignment .
• Watch items / RED FLAGS:
  • No formal stock ownership guidelines for directors could reduce explicit alignment requirements over time .
  • Audit Committee lacks formal pre-approval policies/procedures (though it pre-approved all services); process rigor could be strengthened .
  • Multiple external chairmanships and venture roles may increase time demands; no related-party transactions disclosed, but ongoing monitoring for interlocks is prudent .

Related-party/conflict controls: The BCBCA and company articles require disclosure and abstention for material interests; Governance & Nominating Committee must pre-approve disclosable relationships; transactions must be arm’s-length; no departures from the Code of Conduct reported since FY2024 .