Steven Boyages
About Steven Boyages
Dr. Steven Boyages, 68, serves as Independent Chairman of the Board at Intelligent Bio Solutions Inc. (INBS) and previously served as Interim Chief Executive Officer from October 29, 2021 to October 26, 2022 . He has over 30 years’ experience as a clinician in diabetes and endocrinology with extensive leadership roles in health systems, research, and governance; he has been a director since July 2020 . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intelligent Bio Solutions Inc. | Chairman of the Board | July 2020 – present | Independent; Board leadership |
| Intelligent Bio Solutions Inc. | Interim CEO | Oct 29, 2021 – Oct 26, 2022 | Transitional leadership during CEO change |
| Sydney West Area Health Service (now Western Sydney LHD) | Chief Executive | Feb 2002 – May 2011 | Led ~15,000 staff; $2B operating budget; managed $1.6B assets |
| eHealth New South Wales | Medical Director | Not specified | Health IT leadership |
| Clinical Education and Training Institute (NSW) | Founding Chief Executive | Not specified | System-wide clinical education development |
| Westmead Hospital | Director of Diabetes & Endocrinology | Feb 1990 – Dec 1999 | Research on iodine deficiency and GH; population health models |
| NSW Health – Centre for Research and Clinical Policy | Founding Director | 1999 | Established Priority Health Programs ($15M p.a.), Quality Branch; advisor on health reform; helped secure BioFirst $150M biotech strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clinical practice (diabetes & endocrinology) | Practicing clinician | Ongoing | Active research; focus on chronic disease models |
Board Governance
- Board independence: All current directors, including Boyages, are independent under Nasdaq rules .
- Board size: Four directors; Boyages is Chairman .
- Committee assignments and chair roles: Nominating & Corporate Governance Committee Chair; member of Audit and Compensation Committees .
- Meetings/attendance: Board met 7 times in FY ended June 30, 2025; each incumbent attended ≥75% of Board and committee meetings; all directors attended last year’s annual meeting .
- Risk oversight: Audit Committee oversees financial reporting, related party transactions, and compliance; Compensation Committee oversees compensation-related risk; Nominating Committee oversees board composition and governance policies .
Fixed Compensation
| Fiscal Year | Role | Cash Fees ($) | Detail |
|---|---|---|---|
| FY2025 | Non-employee Director (Chairman) | 61,250 | Includes director fee $54,933 and superannuation contribution $6,317 |
| Post-Apr 1, 2025 Schedule | Board retainer | 40,000 | Annual cash retainer |
| Post-Apr 1, 2025 Schedule | Chair fees | 25,000 (Chairman), 17,500 (Audit), 15,000 (Comp), 15,000 (Nominating) | Highest component from either chair schedule (a) or membership schedule (b) |
| Post-Apr 1, 2025 Schedule | Committee membership fees | 7,500 (Audit), 12,500 (Comp), 7,500 (Nominating) | Alternative to chair fee schedule; highest component applies |
| Pre-Apr 1, 2025 | Board & committee fees | 40,000 board; +20,000 Chair; +15,000 Audit Chair/Nominating Chair; +5,000 Compensation Chair; +5,000 per committee membership if not chair | Legacy fee structure |
Performance Compensation
| Item | FY2025 |
|---|---|
| Stock awards to non-employee directors | None disclosed (no stock awards in table) |
| Options/RSUs/PSUs for directors | Not disclosed; director cap increased to 50,000 shares per year under 2019 Plan, but no FY2025 grants shown |
| Performance metrics tied to director pay | Not disclosed |
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | Not disclosed in proxy |
| Prior public company boards | — | — | Not disclosed in proxy |
| Private/non-profit/academic boards | Health system roles (NSW) | Executive roles | Public sector leadership; not board directorships |
- Interlocks and conflicts with competitors/suppliers/customers: None disclosed .
Expertise & Qualifications
- Degrees: MB, MS, BS, PhD; medical expertise in diabetes and endocrinology .
- Executive leadership: Led large health system budgets/assets; governance and regulatory affairs experience .
- Research/impact: Iodine deficiency brain development work; Growth Hormone studies; established Priority Health Programs ($15M p.a.); secured BioFirst $150M biotech strategy .
- Financial and governance: Extensive financial management and corporate governance; risk oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven Boyages | 313 | <1% | Direct ownership; no warrants/options disclosed |
- Hedging/pledging: Company policy prohibits hedging transactions by directors/officers without prior approval; no pledging disclosed .
- Section 16 compliance: All required insider ownership filings complied for FY2025 per company’s knowledge .
Governance Assessment
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Independence and roles: Boyages is an independent Chairman and chairs Nominating, while also serving on Audit and Compensation—providing broad oversight across governance, audit, and pay; independence affirmed by Board .
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Attendance/engagement: Board met 7 times; each incumbent (including Boyages) attended ≥75% of Board and committee meetings; all directors attended prior annual meeting—supportive of engagement .
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Compensation alignment: FY2025 director pay appears cash-only for Boyages ($61,250 total), with no equity grants disclosed, suggesting limited direct equity alignment versus companies that grant annual RSUs to directors; director annual grant limit increased to 50,000 shares under the 2019 Plan but no FY2025 awards shown .
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Conflicts and related-party exposure: No related party transactions disclosed since the beginning of the last fiscal year; Audit Committee pre-approves any such future transactions; company maintains insider trading and anti-hedging policy .
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RED FLAGS:
- Low personal share ownership (313 shares, <1%) may signal limited “skin-in-the-game” for alignment, though independence and cash retainer structure are typical for micro-cap medical device issuers .
- No explicit director stock ownership guidelines disclosed in the proxy (not disclosed).
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Positive signals:
- Strong governance footprint across committees; Nominating Chair, Audit member, Compensation member .
- Robust risk and related-party oversight processes; independence affirmed; recoupment policy in place (executive-focused) .
Overall, Boyages brings deep clinical and public health leadership to INBS’s board with broad committee coverage and independence, but limited disclosed equity ownership and no 2025 director equity grants temper ownership alignment considerations .