Robert Kadlec
About Robert Kadlec
Robert Kadlec (age 67) joined MiNK Therapeutics’ Board in 2024 and serves as an independent director. He is a former U.S. Assistant Secretary for Preparedness and Response (ASPR) at HHS, co-conceived Operation Warp Speed, and previously held senior roles in the White House, U.S. Senate, and Department of Defense. He holds degrees from the U.S. Air Force Academy (BS), Uniformed Services University (MD; MS in tropical medicine and hygiene), and Georgetown University (MA in national security studies) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Dept. of Health & Human Services (HHS) | Assistant Secretary for Preparedness and Response (ASPR) | Prior to 2024 | Led U.S. pandemic response; co-conceived Operation Warp Speed |
| White House | Director of biodefense strategy | Prior to 2024 | Shaped national policy for public health emergencies |
| U.S. Senate | Deputy Staff Director, Senate Select Committee on Intelligence | Prior to 2024 | Worked on PAHPA and PREVENT Pandemics Act |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company board roles disclosed for Kadlec in MiNK’s proxy . |
Board Governance
- Independence: The Board determined Kadlec is independent under Nasdaq rules; current independent directors include Behner, Corvese, Kadlec, Ryan, and Wiinberg .
- Committee assignments: Member, Corporate Governance and Nominating Committee (CG&N); 2024 CG&N members were Behner (Chair), Corvese, Kadlec; meetings in 2024: 1 .
- Board/committee attendance: In 2024, the Board met 4 times and acted by written consent 5 times; all directors attended all Board meetings and all committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session periodically without management .
- Affiliate Transactions oversight: An Affiliate Transactions Committee (created March 2023) addresses matters with Agenus, MiNK’s significant shareholder .
- Governance transition: MiNK lost “controlled company” status in July 2025, triggering a one-year transition to majority independent board and fully independent compensation and nominations committees under Nasdaq requirements .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 (prorated) | Standard board cash retainer for 2024; directors could elect cash or RSUs vesting one month from grant . |
| Committee fees | Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $6,000; CG&N Chair $7,500; CG&N member $4,000 | Prorated for partial years . |
| 2024 Fees earned (Kadlec) | $9,000 | Reflects late-2024 appointment and prorated fees; paid in cash or RSUs per program . |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock options | Oct 30, 2024 | 4,174 options | $24,160 | 1/3 on Oct 30, 2025; 1/3 on Oct 30, 2026; 1/3 on Oct 30, 2027, subject to continued service | Not disclosed; director equity awards presented as time-based options, no performance metrics stated . |
The 2024 director compensation table shows Kadlec’s total of $33,160 comprised of $9,000 fees and $24,160 option award fair value .
Other Directorships & Interlocks
| Company | Role | Potential Interlock |
|---|---|---|
| None disclosed | — | No public company interlocks disclosed for Kadlec; MiNK maintains an Affiliate Transactions Committee for Agenus-related matters . |
Expertise & Qualifications
- Biodefense and public health strategy; crisis leadership during COVID-19 (ASPR, Operation Warp Speed) .
- Policy and legislative experience (PAHPA, PREVENT Pandemics Act) .
- Medical training (MD; tropical medicine) and national security expertise .
Equity Ownership
| Holder | Number of Issued Shares | Shares Issuable within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Robert Kadlec | — | 2,764 | 2,764 | <1% (“*”) |
- Shares outstanding: 3,966,392 as of April 24, 2025 .
- As of Dec 31, 2024, Kadlec held 4,174 stock options and 1,228 unvested RSUs per director totals table .
- No pledging disclosed; no related-party holdings disclosed for Kadlec .
Governance Assessment
- Strengths: Kadlec’s biodefense expertise aligns with MiNK’s focus on ARDS and immune disorders and supports risk oversight and strategic healthcare engagement; confirmed independent status enhances board balance; full attendance in 2024 supports engagement .
- Compensation alignment: Mix skews to equity options with time-based vesting; prorated cash retainer reflects tenure; no performance metrics tied to director equity, consistent with market practice .
- Potential conflicts/oversight: While no Kadlec-specific related-party transactions are disclosed, the historical influence of Agenus (significant shareholder) raises governance sensitivity; Affiliate Transactions Committee exists to manage conflicts; losing controlled company status requires strengthening independence within one year, which is a watch item for investors .
- Administrative flag: Proxy notes delinquent Section 16(a) reports related to Kadlec’s Board appointment filings—minor but noted .
RED FLAGS
- Governance transition risk: During the one-year period post-loss of controlled company status, MiNK may continue using certain Nasdaq exemptions, offering fewer governance protections versus fully compliant peers; monitor completion of transition to majority-independent board and fully independent compensation/nominations committees .
- Section 16(a) delinquency: Reports related to Kadlec’s appointment were not timely; low magnitude but an administrative compliance note .
Signals for investor confidence
- Independent oversight improving with transition away from controlled status; clear committee structures and executive sessions bolster board effectiveness .
- Kadlec’s crisis management and public health networks may enhance strategic partnerships and regulatory navigation in MiNK’s target indications .