Douglas Forsyth
Inhibrx BiosciencesAbout Douglas G. Forsyth
Douglas G. Forsyth (age 56) is an independent Class II director of Inhibrx Biosciences, Inc. (INBX), serving since 2024 with a current term ending at the 2026 annual meeting . He is the Audit Committee Chair and an SEC-designated “audit committee financial expert,” with three decades of investment-industry experience; he previously served as CIO of U.S. Income & Growth Strategies and lead portfolio manager for high-yield and convertible strategies at Allianz Global Investors (1994–2022). He holds a B.B.A. from the University of Iowa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allianz Global Investors GmbH | Portfolio Manager; Managing Director; CIO U.S. Income & Growth Strategies; Head of Income & Growth team; Lead PM U.S. High Yield (since 1994) and U.S. Convertible (since 1998) | 1994–Feb 2022 | Led portfolio management, trading, research; oversaw open-end and closed-end funds; 30 years investment-industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-public and charitable boards | Director/Trustee | Not disclosed | Serves or has served on a variety of non-public company and charitable boards; no current public-company directorships disclosed |
Board Governance
- Board independence: The Board determined all directors other than CEO/Chair Mark P. Lappe are independent; Forsyth is independent .
- Board leadership: CEO and Chair roles are combined; no Lead Independent Director .
- Attendance: No director attended fewer than 75% of board and committee meetings in 2024; all directors present at the 2024 annual meeting .
| Governance Item | Details |
|---|---|
| Board Class/Term | Class II; term expires at 2026 annual meeting |
| Committee Assignments | Audit (Chair) ; Compensation (Member) ; Nominating & Corporate Governance (Chair) |
| Audit Financial Expert | Yes (SEC definition) |
| 2024 Meetings (post-Separation) | Board: 2 meetings; Audit: 2; Compensation: 1 (+2 written consents); Nominating & Corporate Governance: 1 |
| Independence Status | Independent director (Nasdaq and SEC) |
| Lead Independent Director | None |
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Cash fees earned/paid | $47,250 |
| Other cash (meeting fees) | Not disclosed (policy uses retainers) |
| Total cash | $47,250 |
Non-Employee Director Compensation Policy (annualized retainer schedule):
| Role | Annual Retainer |
|---|---|
| Board Member | $35,000 |
| Board Chairperson | $35,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $10,000 |
| Nominating & Corporate Governance Chair | $8,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Member | $5,000 |
| Nominating & Corporate Governance Member | $4,000 |
Notes: Options carry a 10-year term with exercise price at fair market value on grant date . Directors are reimbursed for reasonable expenses and covered by indemnification .
Performance Compensation
| Equity Award | Grant Date | Amount/Terms | Grant-Date Fair Value |
|---|---|---|---|
| Stock options (initial director grant) | May 30, 2024 | 30,000 options; vest in full on May 30, 2025 (time-based) | $347,464 |
- Policy framework: New non-employee directors receive an initial option grant (30,000 shares) and annual option grants (15,000) with FMV strike; initial grants typically vest over 3 years monthly; annual grants vest after 1 year; all options have 10-year term . The 2024 director grants are specifically disclosed to vest fully after one year .
Compensation mix (2024 actual): Approximately 12% cash ($47,250) and 88% equity (grant-date value $347,464) out of total $394,714, indicating strong equity alignment .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | Serves or has served on various non-public and charitable boards |
| Compensation Committee interlocks | Not disclosed |
Expertise & Qualifications
- SEC “audit committee financial expert” designation .
- 30 years investment-industry experience; extensive portfolio management of high-yield and convertibles; oversight of institutional, open-end and closed-end funds .
- Education: B.B.A., University of Iowa .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 254,564 |
| Ownership (% of outstanding) | 1.75% (out of 14,475,904 shares outstanding as of Apr 1, 2025) |
| Direct/Trust holdings | 224,564 shares (Forsyth Family Trust) |
| Options exercisable (within 60 days of Apr 1, 2025) | 30,000 |
No pledging of shares or hedging activity is disclosed for Forsyth; the company’s Insider Trading Policy prohibits short sales and transactions in puts/calls by directors and executives .
Governance Assessment
-
Strengths:
- Independent director serving as Audit Chair and SEC-designated financial expert; multi-committee leadership (Audit Chair; Nominating & Corporate Governance Chair; Compensation member), supporting robust oversight of financial reporting, governance, and pay .
- High equity-based compensation relative to cash in 2024 (approx. 88% options by grant-date value), aligning incentives with long-term shareholder value .
- Board-level attendance sound: no director below 75%; all directors attended the 2024 annual meeting .
- Company has adopted insider trading and clawback policies consistent with SEC/Nasdaq standards .
-
Potential risks / watch items:
- CEO/Chair combination without a Lead Independent Director reduces independent counterbalance at the board level; Forsyth’s leadership as independent Audit Chair partially mitigates but does not eliminate this governance concentration. Consideration of a LID could strengthen oversight in executive sessions. (Board structure: combined roles; no LID) .
- Related-party transactions disclosed in 2024–2025 involve the former parent and a former executive’s new venture; no Forsyth-specific related party involvement is disclosed, but Audit Committee should continue rigorous review given his chair role .
-
Conflicts/related-party exposure:
- No related-party transactions involving Forsyth are disclosed in the proxy. Disclosed related-party items include transition arrangements with the former parent and licensing/assignments with Scithera, LLC (tied to the former CSO), which fall under Audit Committee oversight .
-
Overall view:
- Forsyth brings deep capital markets discipline and financial oversight to INBX’s board at a critical stage post-separation, with clear independence and committee leadership. The principal governance gap is the absence of a Lead Independent Director given the combined CEO/Chair structure; continued strong committee oversight and potential future LID designation would bolster investor confidence .