Bassil Dahiyat

About Bassil I. Dahiyat, Ph.D.

Independent director of Kodiak Sciences (KOD) since 2018; currently age 54 and serves on the Audit Committee. He is President & CEO and a co‑founder of Xencor, Inc., and holds a Ph.D. in Chemistry (Caltech) and B.S./M.S.E. in Biomedical Engineering (Johns Hopkins). Recognized as a World Economic Forum Technology Pioneer (2005) and among MIT Technology Review’s Top 100 Young Innovators (2003), Dahiyat brings deep protein design and biopharma operating expertise to KOD’s board .

Past Roles

External Roles

Board Governance

• Independence: Board determined Dahiyat is independent under Nasdaq rules; he serves on KOD’s Audit Committee with full independence .
• Committee assignments: Audit Committee member; designated an “audit committee financial expert” by the board, signifying accounting/financial sophistication .
• Chair roles: Not a committee chair (Audit chaired by Charles Bancroft) .
• Board/committee engagement:
  • Board meetings held in 2024: 5; no incumbent director attended fewer than 94% of board and committee meetings (strong attendance signal) .
  • Audit Committee meetings in 2024: 5; Dahiyat is listed on the Audit Committee Report, underscoring active participation .

• Leadership structure: CEO Victor Perlroth is Board Chair; Lead Independent Director is Robert A. Profusek, who presides over executive sessions and liaises with management .

Fixed Compensation (Non‑Employee Director)

2024 Outside Director cash fee schedule (policy effective Aug 5, 2024):

Performance Compensation (Equity; Director)

• Annual option grant: 40,000 shares each June 30 (prorated if <12 months service); vests fully on the earlier of 1‑year from grant or the day prior to the next annual meeting, subject to continued service .
• Initial option (on-boarding): 2× annual award; vests 1/3 at 1 year, then monthly over 24 months .
• Change‑of‑control: Outstanding director equity fully vests at CoC, subject to continued service through the CoC date (unless otherwise agreed) .

Outstanding director equity (as of 12/31/2024):

Performance metrics: Not applicable to director equity (time‑based vesting); no director performance scorecards disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical: Protein design/biologics engineering; extensive biopharma R&D and executive experience .
• Financial: Audit Committee service; designated audit committee financial expert (Sarbanes‑Oxley §407) .
• Education: Ph.D. Chemistry (Caltech); B.S./M.S.E. Biomedical Engineering (Johns Hopkins) .
• Recognition: WEF Technology Pioneer (2005); MIT TR100 Innovators (2003); awards from ACS, CRS, Caltech .

Equity Ownership

Additional alignment considerations:

• Hedging/derivatives prohibited for directors under Insider Trading Policy (alignment positive) .
• No pledging policy disclosed in proxy; no pledging by Dahiyat disclosed .
• Company implemented a Dodd‑Frank‑compliant clawback policy effective Oct 2, 2023 (risk‑mitigation signal) .

Governance Assessment

• Strengths:
  • Independent director with deep scientific and operating credentials relevant to KOD’s retinal biologics programs; serves on Audit and is an “audit committee financial expert” (enhances financial oversight) .
  • High engagement: Board and committee attendance ≥94% and Audit met 5× in 2024 (robust cadence) .
  • Clean related‑party profile: No related‑person transactions since 2023; reduces conflict risk .
  • Director pay structure balanced: modest cash plus equity options with standard vesting; annual policy transparent .
  • Shareholder alignment safeguards: Hedging prohibited; company clawback policy in place .
• Watch items:
  • Overall board influence from large shareholder (Baker Bros.) remains significant; however, Dahiyat himself is independent with de minimis ownership at KOD (<1%), which neither creates control concerns nor strong financial alignment on its own .
• Say‑on‑Pay context (board responsiveness signal, though for executives): 2024 approval ~89%, indicating broad shareholder support for KOD’s compensation framework .

RED FLAGS

• None identified specific to Dahiyat: no low attendance, no related‑party transactions, no hedging/derivatives, and independence affirmed .

Appendix Tables

Non‑Employee Director Compensation – 2024 (Dahiyat)

Director Equity Policy (Key Terms)

Board & Committee Activity (2024)

Beneficial Ownership (as of 3/31/2025)

Say‑on‑Pay (Historical Signal)

Related‑Party Transactions (Since 1/1/2023)