Charles Bancroft
Kodiak SciencesAbout Charles A. Bancroft
Charles A. Bancroft, age 65, is an independent director of Kodiak Sciences Inc. and has served on the board since April 2020; he is Chair of the Audit Committee and a member of the Compensation and Nominating & Corporate Governance Committees . He retired from Bristol-Myers Squibb (BMS) in March 2020 after a 36-year career, including serving as Chief Financial Officer from January 2010 to November 2019; he holds a bachelor’s degree from Drexel University and an MBA from Temple University . The board has determined he is independent under Nasdaq rules and an Audit Committee Financial Expert; 2024 attendance for all directors was at least 94%, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb Company | Chief Financial Officer; prior leadership roles in commercial, strategy, finance | CFO 2010–2019; BMS 1984–Mar 2020 | Led global finance; retired March 2020 |
| Kodiak Sciences Inc. | Director; Audit Chair; Compensation & Nominating Committee member | Apr 2020–present | Audit Chair; committee service enhancing governance oversight |
| Education | Drexel University (BA); Temple University (MBA) | — | Finance and strategic management credentials |
External Roles
| Organization | Role | Tenure | Public/Private | Committees |
|---|---|---|---|---|
| GSK | Independent Director | Since May 2020 | Public | Not disclosed |
| Biovector, Inc. | Independent Director | Since Oct 2020 | Private | Not disclosed |
| Colgate-Palmolive Company | Director (prior) | Jan 2017–Mar 2020 | Public | Not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq rules; one of six independent directors on a seven-member board .
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member); Audit Committee met 5 times in 2024, Compensation 6, Nominating 2 .
- Financial expertise: Designated Audit Committee Financial Expert; possesses financial sophistication under Nasdaq rules .
- Attendance: No incumbent director attended fewer than 94% of board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Governance policies: Charters available; Nominating Committee oversees related-party risks; Insider Trading Policy with hedging/derivative prohibitions; Dodd-Frank compliant clawback policy effective Oct 2, 2023 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $77,500 | Non-employee director cash fees |
| Total Cash | $77,500 | Sum of cash fees |
Outside Director Cash Fee Schedule (structure reference):
| Fee Type | 2024 Annual Amount |
|---|---|
| Base Director Retainer | $45,000 |
| Lead Independent Director | $24,000 |
| Audit Chair | $20,000 |
| Compensation Chair | $15,000 |
| Nominating & Governance Chair | $10,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Governance Member | $5,000 |
Performance Compensation
| Component | 2024 Amount | Grant Mechanics | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Option Awards (fair value) | $58,440 | Annual option grants to non-employee directors; policy target 40,000 shares each June 30 if ≥12 months served | Annual options fully vest by one year or prior to next annual meeting, subject to service | Non-employee director outstanding equity fully vests upon change in control, subject to continued board service through the date |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration | Mitigants |
|---|---|---|
| GSK (public) | Large-cap pharma; potential ecosystem overlap in ophthalmology; general information flow concerns typical of cross-board roles | Nominating & Governance Committee oversees independence/conflicts; no related-party transactions >$120,000 since Jan 1, 2023 disclosed |
| Biovector (private) | Healthcare sector; details not disclosed | Same policy oversight; no related-party transactions >$120,000 disclosed |
| Colgate-Palmolive (prior) | Consumer products; minimal overlap | Historical role only |
Expertise & Qualifications
- Former CFO and senior finance leader at BMS; brings extensive financial, strategic, and operational experience in global pharmaceuticals .
- Audit Committee Financial Expert and financially sophisticated under SEC/Nasdaq definitions; strengthens oversight of reporting and controls .
- Academic credentials in business (BA, MBA); deep capital markets and governance familiarity from multiple public boards .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Charles A. Bancroft | 25,948 | 88,765 | 114,713 | Less than 1% (*) |
(*) Less than one percent .
As of December 31, 2024, Bancroft held options to purchase 128,765 shares, of which 88,765 were vested; the non-employee director compensation table reports aggregate fair value of 2024 option awards and confirms ongoing option participation .
Governance Assessment
- Positives: Independent status; Audit Chair with “financial expert” designation; strong attendance; clear committee charters and governance frameworks; clawback policy implemented; director compensation modest and balanced between cash and equity, aligning incentives without apparent pay anomalies .
- Alignment: Holds equity and options, providing “skin-in-the-game,” albeit at a sub-1% ownership level typical for independent directors; annual equity grants support longer-term alignment .
- Potential RED FLAGS to monitor: External GSK directorship can introduce perceived interlock risks if any business dealings arise; however, Kodiak discloses no related-party transactions above $120,000 since 2023 and maintains committee oversight of conflicts . Change-in-control full vesting for directors is common but can be viewed as less performance-contingent; mitigated by service-based vesting and overall modest director pay levels .