John Borgeson
Kodiak SciencesAbout John Borgeson
John A. Borgeson, age 63, is Executive Vice President, Chief Financial Officer and Secretary of Kodiak Sciences; he joined the company in January 2016 and brings 30+ years of pharma finance experience, including senior finance roles at Pfizer and portfolio CFO work for private biotechs (e.g., ALX Oncology). He holds an MBA from RIT, a BS from the University at Buffalo, and is a CPA (inactive) . Compensation design places significant pay at risk for NEOs (approximately 61% for CEO and CFO in 2024), with bonuses tied 100% to corporate goals and equity predominately in options, aligning incentives to value creation . Recent performance context: cumulative TSR index and net losses are below, highlighting an execution path focused on clinical milestones and cash stewardship.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR index (fixed $100 base) | 8.45 | 3.59 | 11.74 |
| Net income (loss), $ | $(333,823,000)$ | $(260,491,000)$ | $(176,207,000)$ |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kodiak Sciences | EVP, CFO & Secretary | 2016–present | Finance, strategy and operations leadership in clinical-stage biotech |
| Pfizer Inc. | Vice President of Finance; corporate tax executive (US/Europe) | Not disclosed | Finance head for biotherapeutics and bioinnovation; corporate tax leadership |
| Portfolio of private biotechs (incl. ALX Oncology) | Led finance and administration | 2013–2015 | Portfolio CFO/operations leadership for emerging companies |
| Ernst & Young | Auditor | Not disclosed | Public accounting foundation; CPA (inactive) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in proxy biography |
Fixed Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Base salary (SCT), $ | 497,125 | 525,025 |
| Base salary as of 7/1 (reference), $ | — | 540,800 (as of July 1, 2024) |
| Target bonus opportunity, % of base | — | 45% |
| Actual bonus paid for year, $ | 212,564 (paid for 2023 perf) | 259,930 (paid for 2024 perf) |
| Option awards grant date fair value, $ | 959,210 | 559,920 |
| Total compensation (SCT), $ | 1,679,701 | 1,355,719 |
Notes: 2024 base salaries were adjusted mid-year; target bonus for the CFO remained at 45% of base; bonuses are entirely corporate-goal based .
Performance Compensation
2024 Annual Bonus Plan – Corporate Scorecard and Payout
| Metric (corporate goal) | Weight | Target | Actual/Result | Payout impact |
|---|---|---|---|---|
| Advance tarcocimab into Phase 3 GLOW2; advance DAYBREAK (wet AMD) pending regulatory alignment | 20% | Initiate, dose, and build operational momentum | Achieved goal | Contributed to 110% overall payout |
| Advance KSI-501 into Phase 3 DAYBREAK | 15% | Design and initiate dosing | Achieved goal | See above |
| KSI-101 Phase 1b dose-finding (DME); advance to pivotal (MESI) pending alignment | 15% | Complete DME enrollment; progress MESI | Achieved goal | See above |
| Manufacturing/CMC readiness for tarcocimab BLA; ensure clinical supply for KSI-501/101 | 15% | Execute PPQ, facility readiness, clinical batches | Exceeded goal | See above |
| Non-clinical regulatory plans for tarcocimab, KSI-501, KSI-101 | 5% | FDA engagement and BLA-facing studies | Achieved goal | See above |
| Platform 2 “duets/triplets” and VETi prototype progress | 15% | Toolkit and functional SLO/OCT prototype | Achieved goal | See above |
| Cash preservation and financing readiness; maintain team | 15% | Ended year with $168m cash; runway into 2026 | Achieved goal | See above |
| Overall annual bonus payout factor | — | 100% of target | 110% of target | 110% |
Additional features: All NEO bonuses are 100% dependent on corporate goal attainment; no individual modifiers .
Long-Term Incentives – 2024 and LTPIP
| Award | Grant size/terms | Vesting | Key details |
|---|---|---|---|
| 2024 annual service-based stock options | 334,500 options | Monthly over 4 years (service-based) | Award size reduced by 50% due to LTPIP “opt-in” election in 2021 |
| 2021 Long-Term Performance Incentive Plan (LTPIP) stock options | 500,000 options @ $88.21 strike | Performance earning over 7 years; then service-based vesting; special CIC treatment | Executives “opted-in” and agreed to forgo 50% of annual equity grants for 2021–2028 in exchange for a one-time performance option with stock-price triggers and operational milestones |
Change-in-control treatment (LTPIP): Awards are “earned” at CIC based on per-share consideration meeting stock-price goals (with pro-rata between goals) and/or operational milestones; earned but unvested portions accelerate if (i) still serving 24 months post-CIC or (ii) terminated without cause/for good reason within 24 months post-CIC; unassumed awards fully vest .
Equity Ownership & Alignment
| Ownership metric | Amount |
|---|---|
| Total beneficial ownership | 1,137,539 shares (2.1% of outstanding) (table) (footnote 4) |
| Direct shares owned | 182,164 (footnote 4) |
| Options exercisable within 60 days (as of Mar 31, 2025) | 955,375 (footnote 4) |
| Shares outstanding reference | 52,751,875 (as of Mar 31, 2025) |
Selected outstanding and unvested option positions at 12/31/2024 (illustrative):
- 7/1/2024 vesting start: 34,843 exercisable; 299,657 unexercisable; exercise price $2.49; expiration 8/4/2034 .
- 7/1/2023 vesting start: 73,489 exercisable; 134,011 unexercisable; exercise price $7.24; expiration 6/23/2033 .
- 7/1/2022 vesting start: 86,093 exercisable; 56,407 unexercisable; exercise price $8.15; expiration 7/5/2032 .
- 2/16/2022 vesting start: 14,375 exercisable; 625 unexercisable; exercise price $131.44; expiration 2/21/2031 .
- 10/13/2021 (LTPIP): 500,000 performance options @ $88.21 strike; performance-based vesting .
Alignment controls:
- Hedging and short sales are prohibited under the insider trading policy (applies to officers, directors, employees, contractors, consultants) .
- Dodd-Frank compliant incentive compensation clawback policy effective October 2, 2023 .
Employment Terms
| Term | Without Cause / Good Reason (non‑CIC) | Change in Control (3 months before to 24 months after “corporate transaction”) |
|---|---|---|
| Base salary severance | 9 months of base salary (lump sum) | 12 months of base salary (lump sum) |
| Bonus severance | Pro‑rated target bonus for year of termination (lump sum) | 100% of target bonus (no proration) (lump sum) |
| COBRA / health benefits | Company-paid portion up to 9 months (or taxable in-lieu payments) | Company-paid portion up to 12 months (or taxable in-lieu payments) |
| Equity vesting acceleration | Additional 12 months of service-based vesting credit | 100% acceleration of unvested equity upon qualifying termination; also full vesting if still serving 24 months post-transaction |
| Employment status | At-will; no fixed term | |
| Clawback | Subject to SOX 304 and adopted Dodd-Frank clawback (10/2/2023) | |
| Tax gross‑ups | None for CIC payments |
Compensation Structure Notes (governance and benchmarking)
- Pay mix emphasizes at-risk incentives (bonus + equity ~61% for CEO and CFO in 2024) .
- Independent consultant (Compensia) advises the compensation committee; peer group spans clinical/early-commercial biopharmas with platform technologies and comparable market caps; decisions benchmark median/60th percentile as reference, with judgment overlays .
- 2024 Say-on-Pay approval was approximately 89%; no program changes were made directly due to the vote .
Related Party and Perquisites
- No related-party transactions since Jan 1, 2023 other than standard indemnification and routine equity grants .
- 401(k) match up to $10,250; “All Other Compensation” for the CFO was $10,844 in 2024 (401(k) match and term life insurance) .
Investment Implications
- Incentive alignment: Heavy option exposure (including 500,000 LTPIP performance options at an $88.21 strike) and a 2024 service-based grant at a low strike ($2.49) create strong long-term equity alignment; LTPIP only has realizable value at materially higher share prices and after operational milestones, limiting near-term monetization and insider selling pressure while incentivizing durable value creation .
- Retention risk: Robust severance with double-trigger equity acceleration in a CIC and meaningful unvested equity (including performance options) support retention; additional “24 months post‑CIC still-serving” acceleration further reduces flight risk through a transaction .
- Pay-for-performance: 2024 bonus paid at 110% based on clinical, CMC, platform, and cash objectives (year-end $168m cash; runway into 2026), consistent with milestone-driven value creation for a clinical-stage company; however, TSR and net losses underscore execution risk until pivotal data and regulatory milestones de‑risk the story .
- Governance: No CIC tax gross-ups; Dodd-Frank clawback and hedging prohibitions in place; strong shareholder support on pay (89% in 2024) suggests investor tolerance for milestone-weighted incentives despite past volatility .