Kimberly Manhard
Inhibrx BiosciencesAbout Kimberly Manhard
Kimberly Manhard (age 65) is an independent Class II director of Inhibrx Biosciences, Inc. (INBX), serving on the board since May 2024 after previously serving on the former parent’s board from June 2020 to May 2024 . She is a veteran drug development and regulatory executive, currently Chief Development Officer, Executive Vice President at Connect Biopharma (since September 2024), with prior senior roles at ACADIA, Heron Therapeutics, Ardea Biosciences, Exelixis, Agouron/Warner-Lambert, and Bristol-Myers Squibb; she holds B.S. (Zoology) and B.A. (French) degrees from the University of Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Connect Biopharma Holdings Limited | Chief Development Officer, EVP | Sep 2024–present | Executive leadership in clinical development |
| ACADIA Pharmaceuticals | SVP, Global Strategic Planning & Execution | Jan 2024–Sep 2024 | Strategic planning/execution |
| Heron Therapeutics | EVP, Drug Development; Director | EVP: 2016–Jun 2023; Director: 2014–2016, 2019–Feb 2023 | Development leadership; board service |
| Ardea Biosciences | SVP, Regulatory Affairs & Development Ops | 2006–2016 | Instrumental in lesinurad (Zurampic) 2015 approval |
| Exelixis; Agouron (Warner-Lambert) | Regulatory Affairs leadership | Pre-2006 | Supported oncology/antiviral products incl. Viracept |
| Bristol-Myers Squibb | Regulatory Affairs | Early career | Oversaw Taxol, Videx, Zerit regulatory efforts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toragen, Inc. | Director | Current | Board service |
| Shoreline Biosciences Inc. | Director | Prior | Prior board service |
Board Governance
- Structure and independence
- Class II director; current term ends at the 2026 annual meeting .
- Board-determined independent; only CEO/Chair Mark P. Lappe is non-independent .
- Committee assignments and chair roles
- Compensation Committee member (Chair: Jon Faiz Kayyem, Ph.D.) .
- Nominating & Corporate Governance Committee member (Chair: Douglas G. Forsyth) .
- Not a member of the Audit Committee .
- Attendance and engagement
- From May 30, 2024–Dec 31, 2024: Board held 2 meetings and 2 written consents; no director attended fewer than 75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Board leadership and oversight
- Combined CEO/Chairman role; no Lead Independent Director; board cites efficiency and CEO’s operational knowledge as rationale .
- Governance policies
- Insider trading policy prohibits short sales and transactions in puts/calls by directors; clawback policy adopted per SEC/Nasdaq rules .
Fixed Compensation
| Component | FY2024 Actual (INBX post-spin period) | Policy Reference |
|---|---|---|
| Board cash retainer | $33,000 | Annual board member retainer: $35,000; paid quarterly |
| Committee fees | Included in above (pro-rated) | Compensation Committee member: $5,000; Nominating & Corporate Governance member: $4,000 (annual, paid quarterly) |
| Chair fees (if any) | N/A | Committee Chair retainers (not applicable to Manhard): Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $8,000 |
Performance Compensation
| Award | Grant Date | Quantity | Vesting | Valuation/Price | Notes |
|---|---|---|---|---|---|
| Initial director stock options (2024) | 05/30/2024 | 30,000 | Vests in full on 05/30/2025 | Aggregate grant date fair value included in $347,464 2024 option awards | 10-year term; exercise price at fair market value on grant date per policy |
| Annual director stock options (2025) | 05/28/2025 | 15,000 | Vests on first anniversary per policy | Exercise price $12.91; post-transaction options owned 15,000; Form 4 filed 05/29/2025 |
Director Compensation Mix (2024):
- Fees earned in cash: $33,000; Option awards: $347,464; Total: $380,464 .
Performance metrics tied to director compensation:
| Metric | Weight/Target | 2024 Outcome | Impact |
|---|---|---|---|
| None (director equity awards are time-based; no PSUs/TSR/ESG metrics disclosed) | — | — | N/A |
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Toragen, Inc. | Not specified | Director | No INBX-related transactions disclosed |
| Shoreline Biosciences Inc. | Not specified (prior) | Director (prior) | No INBX-related transactions disclosed |
Expertise & Qualifications
- 30+ years in drug development/regulatory affairs across oncology, virology, and immunology; instrumental in FDA approval of lesinurad (Zurampic, 2015) at Ardea .
- Executive leadership across multiple biopharma companies (Heron, ACADIA, Connect Biopharma) with end-to-end clinical/regulatory exposure .
- Education: B.S. (Zoology) and B.A. (French), University of Florida .
Equity Ownership
| Holding (as of record date 04/01/2025 unless noted) | Amount | Notes |
|---|---|---|
| Common shares (trust) | 10,000 | Kimberly Joan Manhard Revocable Trust |
| Stock options exercisable or becoming exercisable within 60 days of 04/01/2025 | 30,000 | Options granted 05/30/2024, vesting 05/30/2025 |
| Total beneficial ownership | 40,000 | “<1%” of 14,475,904 shares outstanding on 04/01/2025 |
Recent insider transactions (Form 4):
| Transaction Date | Form | Type | Securities | Price | Post-Transaction Position | Source |
|---|---|---|---|---|---|---|
| 05/28/2025 | 4 | Award (Stock Option) | 15,000 | $12.91 | 15,000 options | |
| 05/30/2024 | 4 | D – Return to issuer (options) | 3,500 | $17.44 | 0 | |
| 05/30/2024 | 4 | D – Return to issuer (options) | 15,000 | $23.03 | 0 | |
| 05/30/2024 | 4 | D – Return to issuer (options) | 15,000 | $12.57 | 0 | |
| 05/30/2024 | 4 | D – Return to issuer (options) | 15,000 | $24.78 | 0 | |
| 05/30/2024 | 4 | D – Return to issuer (options) | 17,259 | $20.43 | 0 |
Note: “D – Return” entries reflect returns of derivative securities to the issuer (e.g., award adjustments/returns around the spin/separation), as coded on Form 4; the May 2025 Form 4 reflects the annual director option grant consistent with INBX’s director compensation policy (SEC links above).
Governance Assessment
- Strengths
- Independent director with deep clinical and regulatory expertise; seasoned in bringing products through approval (Zurampic) and leading development organizations, enhancing board oversight of R&D risk and regulatory strategy .
- Strong board independence overall (all directors independent except CEO), formal clawback policy, and prohibitions on short-term speculative/hedging transactions by insiders support investor alignment .
- Attendance: no directors under 75% participation; continued participation in two key committees (Compensation; Nominating & Corporate Governance) .
- Director equity is delivered in options with 10-year term and service-based vesting, fostering long-term alignment; 2025 annual grant executed as disclosed via Form 4 .
- Watch items / potential red flags
- Combined CEO/Chair and absence of a Lead Independent Director concentrate authority; investors often prefer a lead independent to bolster counterbalance and executive session leadership .
- Concurrent full-time executive role at Connect Biopharma requires ongoing monitoring for time commitments and any potential competitive or transactional conflicts; INBX disclosed no related-party transactions involving Ms. Manhard in 2024–2025 filings .
- Beneficial ownership is <1% (10,000 common shares plus options), typical for small-cap biotech directors but modest direct share ownership; alignment primarily via options .
Director Compensation (detail)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash | $33,000 |
| Stock Awards (RSUs) | $0 |
| Option Awards (grant date fair value) | $347,464 |
| Total | $380,464 |
| Outstanding Options at 12/31/2024 | 30,000 (granted 05/30/2024; vests 05/30/2025) |
| Director Compensation Policy (selected) | Board retainer $35,000; Comp Committee member $5,000; Nominating & Corp Gov member $4,000; initial option 30,000; annual option 15,000; 10-year term; exercise price = FMV on grant; annual options vest on first anniversary |
Board Committee Composition (context)
- Compensation Committee: Jon Faiz Kayyem (Chair), Douglas G. Forsyth, Kimberly Manhard (all independent) .
- Nominating & Corporate Governance Committee: Douglas G. Forsyth (Chair), Kimberly Manhard, Kristiina Vuori (all independent) .
- Audit Committee: Douglas G. Forsyth (Chair, financial expert), Jon Faiz Kayyem, Kristiina Vuori (all independent) .
Security ownership cross-reference (as of 04/01/2025): 14,475,904 shares outstanding; Ms. Manhard beneficially owns 40,000 (<1%), comprised of 10,000 common shares and 30,000 options becoming exercisable within 60 days of the record date .