Michael Keyoung
About Hansoo Michael Keyoung, M.D., Ph.D.
Independent director since KAPA’s IPO (September 2024); age 50. Physician-executive-investor with 20+ years across US/EU/Asia; currently Head of North America at CBC Group (healthcare PE). Holds M.D. and Ph.D. (neuroscience/neurology) from Weill Cornell/Memorial Sloan Kettering; Biomedical Fellow at Rockefeller University/Memorial Sloan Kettering. Recognized by KAPA’s board as “audit committee financial expert”; serves as Audit Committee Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genexine (KOSDAQ) | Chief Executive Officer | 2015–2017 | Led clinical development in EU/Asia; raised $100M equity; partnerships with Merck, Fosun, Tasly, Kalbe |
| Catalyst Biosciences (Nasdaq) | President | 2013–2015 | Partnered with Pfizer, MedImmune, Isu Abxis |
| Eli Lilly; Bausch & Lomb; Samsung Electronics/Biologics | Advisor (Asia expansion, global drug development, partnerships) | Various | Strategic advisory experience cited by KAPA |
External Roles
| Organization | Role | Public/Private | Since | Notes |
|---|---|---|---|---|
| AffaMed Therapeutics | Board Chair | Private (as disclosed) | 2019 | Board leadership role |
| Graybug Vision | Director | Public (Nasdaq-listed) | 2019 | Public company board seat |
| InxMed | Director | Private | 2019 | Director role |
| CBC Group | Head of North America | Private equity firm | 2017 | $4B+ AUM; healthcare-focused PE |
Board Governance
- Committees: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member). All three committees comprise independent directors.
- “Audit committee financial expert”: Board determined Dr. Keyoung meets SEC definition; chairs Audit Committee.
- Independence: Board determined Drs. Bae, Keyoung, Singhvi are independent under NYSE American rules.
- Attendance/engagement: In 2024 the Board held 2 meetings; all directors attended all Board meetings. Committees formed post‑IPO; one Audit Committee meeting held in 2024.
- Audit Committee report: Recommended inclusion of 2024 audited financials in the 10‑K; signed by Keyoung (Chair) with Bae and Singhvi.
Fixed Compensation
| Component | Structure/Policy | Amount | Notes |
|---|---|---|---|
| Annual cash retainer | Non‑employee director | $50,000 | Payable quarterly in arrears |
| Audit Chair cash fee | Additional for Audit Chair | $10,000 | Chair premium |
| Meeting fees | Not disclosed | — | No separate meeting fees disclosed |
| Expense reimbursement | Travel/out‑of‑pocket | Actuals | Reimbursed |
| 2024 Director Pay (Actual) | Cash ($) | Stock Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Hansoo Michael Keyoung | 17,500 | 24,600 | — | — | 42,100 |
Performance Compensation
| Equity Element | Grant Policy | Vesting | Change‑of‑Control (COC) | 2024 Equity Value Reported |
|---|---|---|---|---|
| Director Initial RSU Grant | One‑time $50,000 RSUs upon initial election/appointment | Vests in three equal annual installments over 3 years | Full acceleration upon sale of the Company (under 2023 Equity Incentive Plan) | $24,600 for Keyoung (grant-date FV recognized in 2024) |
- Performance metrics: None disclosed for director equity; RSUs are time‑based, not performance‑conditioned.
- Clawback policy: Company filed a recovery policy for erroneously awarded equity compensation as Exhibit 97.1 to the 2024 10‑K/A.
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Conflicts Disclosure |
|---|---|---|---|
| Graybug Vision (Nasdaq‑listed) | Biotech | Director | No compensation-committee interlocks disclosed by KAPA; comp committee members (incl. Keyoung) were not KAPA executives and vice versa. |
| AffaMed Therapeutics | Biopharma | Board Chair | No KAPA related‑party transactions disclosed involving Keyoung. |
| InxMed | Biotech | Director | No KAPA related‑party transactions disclosed involving Keyoung. |
- Compensation Committee interlocks: None disclosed; no KAPA executives served on other entities’ boards/comp committees creating interlocks.
Expertise & Qualifications
- M.D., Ph.D. (neuroscience/neurology) from Weill Cornell/Memorial Sloan Kettering; Biomedical Fellow at Rockefeller University/Memorial Sloan Kettering.
- PE/investing: Head of North America, CBC Group (healthcare PE, $4B+ AUM).
- Public company leadership: CEO (Genexine), President (Catalyst Biosciences); public board experience; designated “audit committee financial expert.”
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % Outstanding | Notes |
|---|---|---|---|
| Hansoo Michael Keyoung, M.D., Ph.D. | — | — | Beneficial ownership table shows “—”; footnote states RSUs subject to vesting are excluded. |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure specific to Keyoung; insider policy restricts margin trading/hedging unless pre‑approved. |
- Insider trading policy: Prohibits short‑term trading, short sales, options trading, trading on margin, and hedging unless pre‑approved; blackout periods apply.
Board Governance Signals
- Strengths: Independent status; Audit Chair with “financial expert” designation; full Board attendance in 2024; service on all three key committees.
- Alignment: Director equity delivered as RSUs with three‑year vesting and COC acceleration; no options reported for directors.
- Ownership: Beneficial ownership table shows no reportable ownership for Keyoung at record date (RSUs excluded), indicating early tenure ownership build‑up may still be in progress.
- Conflicts: Holds senior role at CBC Group and external boards, but KAPA discloses no related‑party transactions involving Keyoung; Audit Committee is tasked with reviewing related‑person transactions.
Risk Indicators & Red Flags
- RED FLAG watchlist: Low direct beneficial ownership reported to date (mitigated by RSUs/time-vest).
- No disclosed: legal proceedings involving directors; repricing of options; tax gross‑ups; or related‑party transactions involving Keyoung.
- Section 16 compliance: Company noted late filings for CFO and Singhvi; none noted for Keyoung.
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory say‑on‑pay and frequency votes scheduled for June 10, 2025; results to be announced via Form 8‑K within four business days after the meeting.
Insider Filings (2024 reference)
| Filer | Form | Earliest Transaction Date | Date Filed | Note |
|---|---|---|---|---|
| Doug Samuelson (CFO) | Form 4 (late) | 11/22/2024 | 11/25/2024 | Late filing noted by company |
| Rahul Singhvi (Director) | Form 3 (late) | 12/10/2024 | 04/30/2025 | Late filing noted by company |
| Hansoo Michael Keyoung | — | — | — | No late report noted by company |
Compensation Structure Analysis (Directors)
- Mix: Cash retainer + RSU equity; no options. RSUs are time‑based and vest over 3 years; single‑trigger full acceleration upon sale of the Company.
- Governance features: Recovery policy for erroneously awarded equity compensation filed with 10‑K/A; Audit Committee independence and oversight of related‑party transactions.
Governance Assessment
- Overall, Keyoung brings deep biotech operating and investing experience and is positioned as a financially literate Audit Chair, supporting board effectiveness and investor confidence.
- Alignment could improve with greater owned share accumulation over time; current RSU program provides baseline alignment.
- External affiliations (CBC Group; other boards) increase network reach but warrant ongoing monitoring for potential conflicts; no such transactions were disclosed in KAPA’s related‑party section.