Felix Baker
Kodiak SciencesAbout Felix J. Baker, Ph.D.
Independent director (since 2015), age 56, and current Chair of Kodiak’s Compensation Committee with membership on the Nominating & Corporate Governance Committee. He is Managing Member of Baker Bros. Advisors LP, a biotechnology-focused investment adviser he co-founded in 2000, and holds a B.S. and Ph.D. in Immunology from Stanford University (completed two years of medical school at Stanford). The Board has determined Baker is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen, Inc. | Director | Jul 2003 – Dec 2023 | Long-tenured biotech board experience; investor oversight |
| Alexion Pharmaceuticals, Inc. | Director | Jun 2015 – Feb 2021 | Strategic guidance during large-cap biotech period |
| Talis Biomedical Corporation | Director | Jul 2013 – Mar 2023 | Early-stage to commercialization governance experience |
| N-Power Medicine | Director | Sep 2021 – Dec 2024 | Emerging biotech oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kiniksa Pharmaceuticals International, plc | Director | — | Current public company board |
| IGM Biosciences, Inc. | Director | — | Current public company board |
| Kymera Therapeutics, Inc. | Director | — | Current public company board |
| Bicycle Therapeutics plc | Director | — | Current public company board |
Board Governance
- Independence: Independent director under Nasdaq standards; Compensation Committee and Nominating & Corporate Governance Committee meet independence requirements.
- Committee assignments and 2024 meetings:
- Compensation Committee (Chair): 6 meetings in 2024
- Nominating & Corporate Governance Committee (Member): 2 meetings in 2024
- Attendance: No incumbent director attended fewer than 94% of Board and committee meetings in 2024.
- Lead Independent Director: Robert A. Profusek, J.D. (presides over executive sessions and liaison with management).
- Board leadership: CEO is Chair; Board cites benefits of unified leadership and experience.
Fixed Compensation
| Item | Amount/Policy | 2024 Value |
|---|---|---|
| Fees Earned or Paid in Cash (Baker) | Baker does not accept cash director compensation | $0 |
| Option Awards (Grant-date fair value; Baker) | Annual director option grant under policy | $58,440 |
| Outside Director Cash Retainer – Base | Annual cash retainer | $45,000 |
| Lead Independent Director Fee | Additional annual cash retainer | $24,000 |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 | As listed |
| Committee Member Fees | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 | As listed |
Notes: Baker waives cash; policy effective Aug 5, 2024.
Performance Compensation
| Award Type | Grant specifics | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual Non-Employee Director Option Grant | 40,000 options annually per policy (prorated if <12 months) | Fully vest on earlier of 1-year from grant or day prior to next annual meeting (subject to service) | All outstanding director equity fully vests upon change in control (if serving as director through date) |
| Individual Form 4 Grant to Baker | 40,000 options granted 06/28/2024; strike $2.35; expiration 06/27/2034 | Vesting on the earlier of first anniversary or one day prior to next annual meeting, subject to continued service | N/A in Form 4; see policy above |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards | Kiniksa Pharma International plc; IGM Biosciences; Kymera Therapeutics; Bicycle Therapeutics plc |
| Prior Public Company Boards | Seagen, Inc.; Alexion Pharmaceuticals; Talis Biomedical; N-Power Medicine |
| Interlocks/Related Parties | No related-person transactions >$120,000 since Jan 1, 2023; Board has a formal related-person transaction policy with Nominating & Governance Committee oversight. |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Deep biotech investing and governance | Managing Member, Baker Bros. Advisors LP; extensive board experience across leading biotechs |
| Scientific credentials | B.S. and Ph.D. in Immunology, Stanford University; two years of medical school at Stanford |
| Committee leadership | Chair, Compensation Committee; member, Nominating & Corporate Governance Committee |
| Independence | Affirmed independent under Nasdaq rules |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Felix J. Baker) | 17,418,846 shares; 33.0% of outstanding | Includes 108,356 options exercisable within 60 days; beneficial ownership includes affiliated funds per footnotes |
| Entities affiliated with Baker Bros. Advisors LP | 17,310,490 shares; 33.0% of outstanding | 667, L.P. and Baker Brothers Life Sciences, L.P.; governance structure detailed in footnotes |
| Options held (as of 12/31/2024) | 148,356; of which 108,356 vested | Director-level options status |
| Shares outstanding basis | 52,751,875 (as of 03/31/2025) | Used for % beneficial ownership |
Director Compensation Detail (2024)
| Director | Cash Fees | Option Awards | Total |
|---|---|---|---|
| Felix J. Baker, Ph.D. | $0 | $58,440 | $58,440 |
Insider Trades (selected)
| Date | Type | Security/Size | Price | Vesting/Expiration | Source |
|---|---|---|---|---|---|
| 06/28/2024 | Grant (Non-Employee Director Option) | 40,000 options | $2.35 strike | Vest earlier of 1-year or day prior to next annual meeting; expires 06/27/2034 |
Compensation Committee Analysis
- Committee composition: Baker (Chair), Bancroft, Profusek; all independent and non-employee directors.
- Consultant: Compensia, Inc. retained; assessed peer group, pay practices; committee evaluated and affirmed consultant independence (no conflicts).
- Program features: Emphasis on “at-risk” incentives; LTPIP options with stock price and operational milestones; double-trigger CIC for executives; no excise tax gross-ups.
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2024 | ~89% approval of executive compensation program |
Governance Assessment
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Strengths
- Independence and high engagement: Independent status affirmed; committee leadership with active meeting cadence; ≥94% attendance across Board/committees.
- High ownership alignment: 33% beneficial ownership ties director interests to shareholder value; director waives cash fees and receives equity-based comp.
- Robust policies: Prohibitions on hedging/derivatives; related-party transaction policy with committee oversight; Dodd-Frank-compliant clawback implemented.
- Transparent director compensation policy with clear vesting and CIC treatment; option grants aligned to service/tenure.
-
Potential concerns and monitoring points
- Concentrated ownership: Significant beneficial stake via Baker Bros. funds while serving as Compensation Committee Chair may raise perceived conflicts; mitigated by formal independence determinations and related-party policy, and disclosure footnotes clarifying pecuniary interest and disclaimers.
- Multiple external boards: Heavy external board load could affect bandwidth; offset by strong attendance disclosures and experience benefits.
RED FLAGS to track: any future related-party transactions; any pledging/hedging exceptions (currently prohibited); compensation repricings; material changes in director equity award structures; say-on-pay drops indicating dissatisfaction.