Hyun Bae
About Hyun W. Bae
Dr. Hyun W. Bae, M.D., is an independent director of KAPA, serving on the board since September 9, 2020. He is an orthopedic surgeon in private practice in Santa Monica and a Professor in Orthopaedic Surgery at Cedars-Sinai Medical Center, where he directs Education and Fellowship and partners with the Orthopaedic Stem Cell and Tissue Engineering Laboratory. He is age 55 and holds a Biomechanics degree from Columbia and an M.D., cum laude, from Yale; he is a former NIH Howard Hughes Research Fellow. The proxy highlights his 20+ years in drug development, four FDA-approved randomized clinical trials as principal investigator, ~30 clinical studies, ~60 scientific papers, 5 review articles, and ~30 patents as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TissueGene | Scientific Advisory Board Member | 2008–2015 | Scientific advisory capacity in orthobiologics; research and clinical translation experience |
| NIH (Howard Hughes Medical Institute) | Research Fellow | Not disclosed | Foundational research training; informs scientific rigor in oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cedars-Sinai Medical Center | Professor, Orthopaedic Surgery; Director, Education & Fellowship; Clinical partner, Orthopaedic Stem Cell & Tissue Engineering Lab | Not disclosed | Active clinical/scientific leadership; translational medicine expertise |
| Prosidyan | Chief Medical Officer; Director | Since 2010 | Fiber-based bioactive glass products; operating and board experience (company appears non-public) |
| Mesoblast | Scientific Advisory Board Member | Since 2008 | Public biotech advisory role; regenerative medicine exposure |
| Engage Surgical | Scientific Advisory Board Member | Since 2018 | Orthopedic device advisory role |
| Spine Biopharma | Scientific Advisory Board Member | Since 2019 | Spine therapeutics advisory role |
Board Governance
- Board composition and independence: KAPA’s board comprises four members; Drs. Bae, Keyoung, and Singhvi are independent under NYSE American rules.
- Committee memberships and chairs:
- Audit Committee: Member (Chair: Dr. Michael Keyoung; audit committee financial expert); committee oversees financial reporting, auditor independence, and related-party transaction review.
- Compensation Committee: Member (Chair: Dr. Rahul Singhvi); oversees executive/director compensation, equity plans, severance/change-of-control protections, and succession planning.
- Nominating & Corporate Governance Committee: Member (Chair: Dr. Rahul Singhvi); oversees board composition, committee chair recommendations, director education, governance guidelines, and board/committee evaluations.
- Attendance and engagement: In 2024, the Board held two meetings and acted by unanimous written consent six times; all directors attended all Board meetings. Committees were formed after the September 17, 2024 IPO; only one Audit Committee meeting was held in 2024 and no other committee meetings.
- Compensation Committee interlocks: None disclosed (no cross-board/officer interlocks).
- Risk oversight: Board oversees enterprise risk; Audit/Comp/Nominating committees handle domain risks per charters.
Fixed Compensation
| Component | Policy | 2024 Actual – Hyun W. Bae | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 cash, paid quarterly | $14,583 | Prorated due to appointment/listing timing in 2024 |
| Audit Committee chair fee | +$10,000 cash (chair only) | N/A | Chair is Dr. Keyoung; Bae is a member |
| Other committee/meeting fees | Not disclosed | Not disclosed | No board meeting fees disclosed; expense reimbursement provided |
Performance Compensation
| Equity/Terms | Policy Detail | 2024 Actual – Hyun W. Bae | Vesting/Triggers |
|---|---|---|---|
| Director Initial Grant (RSUs) | One-time $50,000 RSUs upon initial election/appointment | Stock awards value: $24,600 | RSUs vest in substantially equal annual installments over 3 years; full acceleration upon sale of the Company; under 2023 Equity Incentive Plan |
| Ongoing annual equity | Not specified beyond initial grant | Not disclosed | — |
| Options | Not part of standard director pay | $0 option awards in 2024 | — |
| Performance metrics | None disclosed for director equity | None disclosed | Time-based vesting; no explicit TSR/operational metrics disclosed |
Observation: 2024 pay mix tilted toward equity given stock awards ($24,600) vs. cash fees ($14,583), which can support alignment but includes a sale-acceleration feature that may be scrutinized by investors.
Other Directorships & Interlocks
- Public company directorships: The proxy does not list any current public company board seats for Dr. Bae; disclosed external roles are advisory or private-company roles.
- Compensation Committee interlocks: None.
Expertise & Qualifications
- Clinical/scientific: Orthopedic surgeon; Professor at Cedars-Sinai; principal investigator for four FDA-approved randomized clinical trials; ~30 clinical studies.
- Innovation: ~60 publications, 5 review articles, ~30 patents.
- Industry/operating: CMO and director at Prosidyan since 2010; multiple SAB roles across biotech/medtech.
- Education: B.S. in Biomechanics (Columbia); M.D., cum laude (Yale); former NIH Howard Hughes Research Fellow.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Hyun W. Bae, M.D. | 44,286 | <1% | As of proxy record; table marks “less than 1%.” |
- Vesting/Unvested: Not broken out in proxy for Bae.
- Pledging/Hedging: Insider trading policy prohibits short-term trading, short sales, options trading, trading on margin, and hedging unless specifically approved; this mitigates alignment concerns on pledging/hedging.
Governance Assessment
- Positives
- Independent director with deep clinical and translational research credentials; serves on all three key board committees (Audit, Compensation, Nominating & Governance), suggesting strong governance engagement.
- 100% board meeting attendance in 2024 among all directors; committees chartered post-IPO with initial meeting cadence underway.
- No compensation committee interlocks; board independence and committee independence affirmed under NYSE American rules.
- Equity-based director compensation (RSUs) supports ownership alignment; insider policy restricts hedging/margin.
- Watch items
- RSU acceleration upon sale of the Company could be viewed as creating a sale-incentive; investors often prefer double-trigger CIC for executives and limited acceleration for directors.
- Early-stage committee cadence (only one Audit Committee meeting in 2024) reflects post-IPO transition; sustained rigor in audit/comp governance will be a focal point going forward.
- Multiple external advisory roles can enhance network and domain expertise; monitoring time commitments remains prudent though no attendance or engagement shortfalls are disclosed.
- Conflicts/related-party exposure
- Proxy’s related-party section lists small loans from officers in 2024; no transactions are identified as involving Dr. Bae.
Appendix: Board/Committee Quick Reference
| Committee | Members | Chair | Key Oversight Areas |
|---|---|---|---|
| Audit | Keyoung; Bae; Singhvi | Keyoung (audit committee financial expert) | Financial reporting, auditor oversight, internal controls, related-person transaction review, pre-approval of audit/non-audit services |
| Compensation | Singhvi; Keyoung; Bae | Singhvi | Executive/director pay, equity plans, severance/CIC protections, succession planning, overall compensation strategy |
| Nominating & Corporate Governance | Singhvi; Bae; Keyoung | Singhvi | Board composition, committee chair recommendations, director education, governance guidelines, evaluations |
Notes:
- Director agreements for Dr. Bae and Dr. Keyoung were effective September 16, 2024 (date of initial listing).
- Directors are encouraged, but not required, to attend annual stockholder meetings; no formal policy.