Rahul Singhvi
About Rahul Singhvi
Dr. Rahul Singhvi, Sc.D., MBA, is an independent director of Kairos Pharma (KAPA) appointed on December 10, 2024. He is a life sciences operating executive and entrepreneur: cofounder of National Resilience, Inc. (Resilience), former COO of Takeda’s Vaccine Business Unit, former CEO of Novavax, and began his career at Merck. He holds an Sc.D. (MIT, Chemical Engineering), an MBA (Wharton, Palmer Scholar), an MS (MIT), and a B.Tech. in Chemical Engineering from IIT Kanpur, and is age 59. His board biography in the proxy emphasizes early-stage public healthcare leadership and biomanufacturing expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Pharmaceutical Co. Ltd. (Vaccine BU) | Chief Operating Officer | Sep 2013 – Oct 2019 | Led worldwide vaccine manufacturing operations |
| Novavax, Inc. | President & CEO | Aug 2005 – Apr 2011 | Led transformation into a global vaccine player |
| Merck & Co. | R&D and Manufacturing roles | from 1994 | Early career in R&D/manufacturing |
| Flagship Pioneering | Operating Partner | Oct 2019 – Jul 2020 | Founded/operated companies from Flagship Venture Labs |
| National Resilience, Inc. | Cofounder | 2020 – present | Global biomanufacturing company cofounder |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Codexis, Inc. (NASDAQ: CDXS) | Director | Not specified | Current public company directorship |
| Garuda Therapeutics (private) | Director | Not specified | Private company board |
| Keck Graduate Institute | Board of Trustees | Not specified | Academic board role |
Board Governance
- Independence: Board determined Dr. Singhvi is independent under NYSE American rules; three of four directors are independent (Bae, Keyoung, Singhvi) .
- Committees and chair roles:
- Compensation Committee: Member and Chair (independent) .
- Nominating & Corporate Governance Committee: Member and Chair (independent) .
- Audit Committee: Member (independent); chaired by Dr. Michael Keyoung, who is the audit committee financial expert .
- Attendance: In 2024, the Board held two meetings (six unanimous written consents); all directors attended all Board meetings. Committees were formed after the September 17, 2024 IPO; one Audit Committee meeting was held in 2024; no other committee meetings were held in 2024 .
- Risk oversight framework and committee charters are in place (audit, compensation, nom-gov) and posted on the company website .
Fixed Compensation
Policy framework for non-employee directors:
| Component | Amount / Terms |
|---|---|
| Annual cash retainer | $50,000 (paid quarterly in arrears) |
| Audit Committee Chair fee | Additional $10,000 cash (only for audit chair) |
| One-time Initial RSU Grant (upon initial appointment) | $50,000 RSUs; vests in three equal annual installments over 3 years; full acceleration upon sale of the Company per 2023 Equity Incentive Plan |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed |
2024 non-employee director compensation (disclosed amounts):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Rahul Singhvi | $2,822 | $50,000 | — | — | — | $52,822 |
| Notes | RSUs vest 1/3 annually over 3 years |
No additional chair fees are disclosed for leading the Compensation or Nominating & Corporate Governance Committees; only the Audit Committee chair carries an additional cash retainer .
Performance Compensation
| Instrument | Grant Detail | Vesting | Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|---|
| RSUs (Director Initial Grant) | $50,000 value upon initial appointment | Time-based: 1/3 annually over 3 years | None disclosed (time-based vesting) | Full acceleration upon sale of Company (per 2023 EIP) |
No options were granted to Dr. Singhvi in 2024; no performance-based director equity metrics (e.g., TSR, EBITDA) are disclosed for directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Codexis, Inc. | Public | Director | Not disclosed; no specific related-party ties to Kairos disclosed |
| Garuda Therapeutics | Private | Director | Not disclosed; no specific related-party ties to Kairos disclosed |
| Keck Graduate Institute | Academic | Trustee | Not disclosed |
- Compensation Committee interlocks: None reported; no reciprocal executive/director relationships disclosed .
Expertise & Qualifications
- Technical/operational: Vaccine manufacturing and global biomanufacturing operations (Takeda, Resilience); prior CEO experience at Novavax; early R&D/manufacturing at Merck .
- Education: Sc.D. and M.S. in Chemical Engineering (MIT); MBA, Wharton (Palmer Scholar); B.Tech., IIT Kanpur (top-ranked in chemical engineering) .
- Board skills relevance: Compensation oversight, governance leadership, and audit participation grounded in extensive operating experience in life sciences .
Equity Ownership
- Beneficial ownership: The proxy’s ownership table shows no individually quantified share amount for Rahul Singhvi; directors with less than 1% are indicated, and RSUs subject to vesting are excluded from the table .
- RSUs granted: Director Initial Grant of $50,000 in RSUs, vesting 1/3 annually over 3 years; acceleration on sale of Company .
- Hedging/margin/options policies: The Insider Trading Policy prohibits short-term trading, short sales, options trading, trading on margin, and hedging unless specifically approved in advance; blackout periods apply to directors .
- Pledging: No explicit pledging policy disclosure identified; no pledging by Dr. Singhvi disclosed .
Board/Shareholder Voting Signals
Director election (2025 Annual Meeting) – Rahul Singhvi:
| For | Against | Withheld | Broker Non-Votes |
|---|---|---|---|
| 10,378,375 | 0 | 23,774 | 1,100,419 |
Say-on-Pay (advisory, 2025):
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 10,022,900 | 16,834 | 362,415 | 1,100,419 |
Frequency of Say-on-Pay: Stockholders supported holding the vote every year .
Compliance and Related-Party Review
- Section 16(a) compliance: Dr. Singhvi’s initial Form 3 was filed late (appointment 12/10/2024; Form 3 filed 04/30/2025), flagged in the proxy’s delinquent filings disclosure .
- Related-party transactions: The proxy discloses loans/advances involving certain officers/stockholders; no transactions involving Dr. Singhvi are disclosed .
- Clawback policy: Company filed a 10-K/A to add Exhibit 97.1 (recovery policy for erroneously awarded equity compensation) in April 2025 .
Governance Assessment
Strengths and positive signals
- Independent director with deep biomanufacturing and vaccine operations expertise; chairs both Compensation and Nominating & Corporate Governance Committees and serves on Audit, supporting board effectiveness in compensation design, governance practices, and financial oversight .
- Strong shareholder support in 2025 director election; Say-on-Pay also received strong support, indicating current investor confidence in governance and pay programs .
- Director pay framework uses a modest cash retainer and time-vested RSUs, aligning director compensation with long-term shareholder value; no options; no change-in-control cash for directors disclosed .
Watch items and potential red flags
- Section 16(a) timeliness: Late Form 3 filing for Dr. Singhvi noted (filed 04/30/2025 for 12/10/2024 appointment). While not uncommon for new appointees, it is a governance compliance blemish to monitor .
- Ownership alignment opacity: Individual beneficial share count for Dr. Singhvi is not quantified in the proxy’s ownership table and excludes unvested RSUs; lack of explicit director stock ownership guidelines disclosure reduces visibility on “skin in the game” targets and compliance .
- Committee chair fee asymmetry: Only Audit Chair receives an additional cash retainer; no disclosed retainers for Compensation or Nominating & Governance Committee chairs—this could impact incentives for heavy governance workloads, though it also limits fixed cash outlay .
Additional context
- Board meeting cadence increased post-IPO with committees formed; 2024 had two Board meetings and one Audit Committee meeting; all directors attended Board meetings, suggesting engagement, but more recent attendance metrics post-committee formation should be tracked in subsequent proxies .
- The company maintains insider trading controls including blackout windows and prohibitions on hedging, short sales, margin, and options trading without approval, which supports alignment and reduces reputational risk .
No specific related-party transactions, loans, or business dealings involving Dr. Singhvi were disclosed; no legal proceedings involving him were reported; and he is classified as independent by the Board under NYSE American rules .