Jon Faiz Kayyem
Inhibrx BiosciencesAbout Jon Faiz Kayyem
Independent director of Inhibrx Biosciences (INBX), age 61, serving since May 2024 with Class I term up for election in 2025; nominated to continue through 2028 . He holds a combined B.S./M.S. in Molecular Biophysics & Biochemistry from Yale and a Ph.D. in Molecular Biology from Caltech, and is a seasoned biotech founder/executive and investor . Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure (dates) | Committees/Impact |
|---|---|---|---|
| GenMark Diagnostics Inc. | SVP R&D; Chief Scientific Officer; President; CEO; later consultant to board/executive team | May 2010–Feb 2018; consultant from 2018; acquired by Roche via tender offer Mar 2021 | Led evolution from Osmetech plc; executive leadership through commercialization |
| Calimmune, Inc. | Founder; director | Founded 2006; served until acquisition by CSL Behring in 2017 | Early-stage biotech governance and transaction to strategic buyer |
| Clinical Micro Sensors, Inc. | Founder (commercialized Caltech innovations) | Founded 1995; sold to Motorola in 2000; later purchased by Osmetech in 2005 | Translational tech commercialization and exit |
| Motorola, Inc. | Vice President, Life Sciences | Jun 2000–Dec 2004 | Corporate life sciences leadership |
| Efficacy Capital Limited | Co-founder; Managing Partner | Co-founded Oct 2004; MP until Sep 2009 | Biotech fund management; investment oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Biodesix, Inc. | Director | Current (as of proxy filing) | Public company board service; diagnostics focus |
| Various non-public boards (non-profit/educational) | Director/Advisor | Various | Not itemized; advisory/board experience breadth |
Board Governance
- Board/Committee roles:
- Audit Committee member
- Compensation Committee Chair
- Not on Nominating & Corporate Governance Committee
- Independence: Independent director under Nasdaq standards (only CEO is non-independent) .
- Attendance/Engagement:
- Board meetings held post-spin: 2 in 2024; no director attended fewer than 75% of Board and applicable committee meetings .
- Audit Committee met 2 times; Compensation Committee 1 meeting; Nominating & Corporate Governance 1 meeting (Kayyem not a member) .
- Board structure signals:
- CEO also serves as Chair; no Lead Independent Director .
| Governance Item | Detail |
|---|---|
| Committee Memberships | Audit (member) ; Compensation (Chair) |
| Independence | Independent (Nasdaq) |
| Board Meetings (2024 post-spin) | 2 held |
| Audit Committee Meetings (2024) | 2 held |
| Compensation Committee Meetings (2024) | 1 held |
| Nominating & Corp Gov Meetings (2024) | 1 held |
| Attendance Threshold | No director <75% |
| Board Leadership | CEO/Chair combined; no Lead Independent Director |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $39,375 | Company-paid from May 30–Dec 31, 2024; Former Parent cash fees excluded |
| Annual Retainer – Board Member (policy) | $35,000 | Payable quarterly in arrears |
| Audit Committee Member (policy) | $7,500 | Payable quarterly |
| Compensation Committee Chair (policy) | $10,000 | Payable quarterly |
| Meeting Fees | Not disclosed | Policy lists retainers, not per-meeting fees |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Options (initial non-employee director grant) | May 30, 2024 | 30,000 | $15.86 | Vests in full on May 30, 2025 (subject to continued service) | 5/30/2034 | $347,464 (aggregate 2024 option fair value) |
- Director equity is time-based stock options under the Non-Employee Director Compensation Policy; no director performance metrics (TSR/revenue/EBITDA) disclosed for director compensation .
Other Directorships & Interlocks
| Company | Relationship to INBX | Potential Interlock/Conflict |
|---|---|---|
| Biodesix, Inc. | External public directorship | No related party transactions disclosed involving Biodesix |
Expertise & Qualifications
- Founder/executive track record across diagnostics and biotech; experience with public-to-strategic exits (GenMark → Roche; Calimmune → CSL Behring) .
- Molecular biology training (Caltech Ph.D.) and Yale BS/MS in Molecular Biophysics & Biochemistry; strong R&D and translational science background .
- Fund management/investor perspective via Efficacy Capital; advisory roles across non-public/non-profit boards .
Equity Ownership
| Holder/Vehicle | Shares/Options | Status | Notes |
|---|---|---|---|
| The Jon F. Kayyem & Paige Gates-Kayyem Family Trust | 419,360 shares | Beneficially owned | Trustee: Dr. Kayyem |
| Jon Faiz Kayyem Revocable Trust | 250,000 shares | Beneficially owned | Trustee: Dr. Kayyem |
| Paige Gates-Kayyem Revocable Trust | 250,000 shares | Beneficially owned | Trustee: spouse |
| Custodial accounts (immediate family) | 139,686 shares | Beneficially owned | Managed by Dr. Kayyem |
| Stock Options | 30,000 options | Exercisable as of or within 60 days of Apr 1, 2025 | Director grant; exercise $15.86; exp. 5/30/2034 |
| Total Beneficial Ownership | 1,089,046 shares | 7.51% of outstanding | As of record date Apr 1, 2025; 14,475,904 shares outstanding |
| Pledged Shares | None disclosed | — | No pledging disclosure; insider policy prohibits hedging but not specifically pledging |
| Hedging | Prohibited by insider trading policy | — | Short sales and options prohibited |
Insider Trades and Reporting
| Item | Detail | Signal |
|---|---|---|
| Section 16(a) compliance | One Form 4 for Jon Faiz Kayyem filed Nov 19, 2024 was one day late; covered two transactions | Minor administrative lapse; monitor for pattern |
Governance Assessment
-
Positives:
- Independent director with deep scientific and commercial expertise; chairs Compensation Committee and serves on Audit, indicating strong governance engagement .
- High attendance threshold met; Board and committees active post-spin .
- Significant personal ownership (7.51%) aligns interests with shareholders; insider policy prohibits hedging; company has a clawback policy (executive-focused) .
- Transparent, formulaic director pay policy with equity at FMV and 10-year term; clear vesting schedules .
-
Watch items / RED FLAGS:
- Combined CEO/Chair and no Lead Independent Director reduces independent oversight; elevates importance of committee chairs like Kayyem .
- One late Form 4 (one day) indicates an administrative miss; isolated but worth monitoring .
- Compensation structure for directors is entirely options (no RSUs/PSUs); absence of performance-linked director equity (e.g., PSU with TSR metrics) means alignment is tenure-based rather than outcome-based .
- No explicit director stock ownership guidelines disclosed; best practice often includes guidelines to reinforce alignment .
-
Potential conflicts/related-party:
- No related-party transactions disclosed involving Kayyem; 2024–2025 related-party items involved Former Parent (Sanofi subsidiary) and arrangements with departing CSO’s entity (Scithera) not tied to Kayyem .
Director Compensation Mix (context)
| Category | 2024 Amount | Mix |
|---|---|---|
| Cash Fees | $39,375 | Fixed retainers/committee fees |
| Equity (Options fair value) | $347,464 | At-risk, time-based; 30,000 initial grant vesting on 5/30/2025 |
| Total | $386,839 | Equity-heavy structure |
Compensation Policy Details (for his roles)
| Policy Element | Amount |
|---|---|
| Board Member annual retainer | $35,000 |
| Compensation Committee Chair | $10,000 |
| Audit Committee Member | $7,500 |
| Initial Option Grant (new director) | 30,000 options |
| Annual Option Grant | 15,000 options |
| Option Term/Exercise | FMV at grant; 10-year term |
Performance Compensation Metrics
- Not disclosed for directors; annual director equity awards are time-based without performance conditions .
Final Implications for Investors
- Kayyem’s committee leadership (Compensation Chair; Audit member) and significant ownership support board effectiveness and shareholder alignment, partially mitigating the absence of a Lead Independent Director .
- Monitoring points: ensure timely Section 16 compliance; advocate for strengthening board independence (e.g., Lead Independent Director), and consider adoption of director ownership guidelines or performance-conditioned equity for enhanced alignment .