David Smith
About David V. Smith
David V. Smith, MBA, is 65 and has served on IO Biotech’s board since March 2022; he currently chairs the Nominating and Corporate Governance Committee and sits on the Audit Committee, where he is designated an Audit Committee Financial Expert . He previously served as EVP/CFO of Five Prime Therapeutics (acquired by Amgen in April 2021) and COO of IntegenX (acquired by Thermo Fisher in March 2018), with earlier CFO roles at Thoratec, Chiron and Anergen, and finance roles at Genentech, Syntex, and IBM; he holds a B.A. from Willamette University and an MBA from Golden Gate University . He is independent under Nasdaq standards (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Prime Therapeutics, Inc. | Executive Vice President & Chief Financial Officer | Nov 2018 – Apr 2021 (acquired by Amgen Apr-2021) | Senior finance leadership through sale to Amgen |
| IntegenX | Chief Operating Officer | May 2012 – Mar 2018 (acquired by Thermo Fisher Mar-2018) | Operational leadership through sale to Thermo Fisher |
| Thoratec, Chiron, Anergen | Chief Financial Officer (prior roles) | — | Public-company CFO experience |
| Genentech, Syntex, IBM | Finance positions | — | Large-cap finance and operating experience |
External Roles
| Company | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Codexis, Inc. | Lead Independent Director | Public | Current role per 2025 proxy |
| Neurelis, Inc. | Audit Committee Chair | Private | Current role per 2025 proxy |
| OncoGenex Pharmaceuticals, Inc. | Director; Audit Committee Chair (prior) | Public (historical) | Prior public board service |
| Perlegen Sciences | Director (prior) | Private (historical) | Prior board service |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; designated Audit Committee Financial Expert .
- Board structure/independence: All non-employee directors (including Smith) are independent; CEO is the only non-independent director .
- Meetings and attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of aggregate board and committee meetings during their service period .
- Committee activity: 2024 meetings — Audit (4), Compensation (3), Nominating & Corporate Governance (3) .
- Election results: Elected at the June 5, 2025 annual meeting with 40,444,898 For; 3,010,542 Withheld; 8,622,498 broker non-votes .
- Term: Proxy states the Class I director elected in 2025 serves until the 2028 annual meeting ; the 8-K filing describes service “until the 2026 Annual Meeting,” a likely clerical inconsistency to note .
- Risk oversight: As Audit member/financial expert, participates in oversight of financial reporting, ICFR, auditor independence, and related-party review .
Fixed Compensation
- Non-employee director cash retainers (effective through revisions approved in Jan-2024 and still in place for 2025): Board member $40,000; Chair of the Board additional $34,000; Committee Chairs — Audit $15,000, Compensation $10,000, Nominating & Governance $8,000; Committee members — Audit $7,500, Compensation $5,000, Nominating & Governance $4,000 .
| Director Cash Fees (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash – David V. Smith | 55,500 |
Performance Compensation
- Equity program (directors):
- Initial appointment option grant: 70,593 shares (vest monthly over 3 years) — reduced in Feb-2025 to 54,357 shares .
- Annual meeting option grant: 45,642 shares (vest at 1-year) — reduced in Feb-2025 to 35,144 shares .
- CoC treatment: Full vesting of outstanding equity if the director remains in service until a change of control (per the 2021 Equity Plan) .
| Director Equity (2024) | Shares/Terms | Fair Value ($) |
|---|---|---|
| Annual option award – David V. Smith | Company program: 45,642 options at annual meeting; time-based vesting per program terms | 42,068 (2024 grant date fair value) |
No director performance metrics are used; director equity is time-vested options rather than performance-conditioned awards .
Other Directorships & Interlocks
| Entity | Interlock/Committee Overlap | Notes |
|---|---|---|
| Compensation Committee Interlocks at IOBT | None | Company discloses no compensation committee interlocks or insider participation for 2024 |
| Related-party transactions | None disclosed >$120,000 since Jan 1, 2023 (excluding compensation) | Audit Committee oversees related-party reviews; no such transactions disclosed for directors |
Expertise & Qualifications
- Deep finance and governance background as public-company CFO and audit committee leader; designated Audit Committee Financial Expert at IOBT .
- Capital markets and M&A execution through multiple acquisitions (Five Prime→Amgen; IntegenX→Thermo Fisher) .
- Education: B.A. (Willamette); MBA (Golden Gate University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 139,079 shares beneficially owned via options exercisable within 60 days; less than 1% of outstanding shares |
| Vested vs. unvested | Count reflects options exercisable within 60 days (vested/near-vested); no separate unvested disclosure for Smith beyond option counts above |
| Shares pledged | No pledges disclosed; company policy prohibits holding in margin accounts or pledging company stock |
| Hedging | Hedging (short sales, puts/calls) prohibited by policy |
Governance Assessment
- Strengths: Independent director with audit financial expertise; chairs Nominating & Governance; strong attendance culture (≥75% threshold met); no related-party transactions; robust anti-hedging/pledging policy .
- Incentive alignment: Director pay balances cash retainers with equity options; program shifted to fixed-share option grants and reduced grant sizes in Feb-2025 to preserve the equity pool, suggesting sensitivity to dilution .
- Shareholder mandate: Re-elected in 2025 with substantial “For” votes (40.4M for vs. 3.0M withheld) .
- Watch items: Minor inconsistency between proxy (term to 2028) and 8-K (term to 2026) should be clarified in future filings or investor communications .