Richard Levy
Kodiak SciencesAbout Richard S. Levy, M.D.
Independent director of Kodiak Sciences (KOD), age 67, serving since 2018 and standing for re‑election to a term ending in 2028; currently a member of the Nominating and Corporate Governance Committee . Board-certified in Internal Medicine and Gastroenterology; A.B. in Biology from Brown University and M.D. from the University of Pennsylvania; trained in Internal Medicine at HUP and GI/Hepatology fellowship at UCLA; former Assistant Professor of Medicine at UCLA . Prior operating executive: EVP & Chief Drug Development Officer at Incyte; senior leadership roles at Celgene, DuPont Pharmaceuticals, and Sandoz (Novartis predecessor) . The Board classifies Dr. Levy as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | EVP & Chief Drug Development Officer; previously SVP Drug Development | Aug 2003–Jan 2009 (SVP); Jan 2009–Apr 2016 (EVP/CDDO) | Led development operations across pipeline |
| Celgene Corporation | Vice President, Biologic Therapies | 2002–2003 | Biologics strategy/execution |
| DuPont Pharmaceuticals | VP, Regulatory Affairs & Pharmacovigilance; later VP, Medical & Commercial Strategy | 1997–2002 | Advanced regulatory and commercial strategy |
| Sandoz (predecessor of Novartis) | Clinical research and regulatory roles | 1991–1997 | Increasing responsibility in clinical/regulatory |
| UCLA School of Medicine | Assistant Professor of Medicine | Pre‑industry academic appointment | Teaching and clinical research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kiniksa Pharmaceuticals, Ltd. | Director | Current | Shared network with Baker Bros entities active in biotech investing |
| Madrigal Pharmaceuticals Inc. | Director | Current | Hepatic/metabolic therapeutics exposure |
| ProTara Therapeutics Inc. | Director | Current | Development-stage biotech governance |
| Constellation Pharmaceuticals | Director | Apr 2020–Jun 2021 (acquired by MorphoSys AG) | Transaction/exit oversight |
| Baker Bros. Advisors LP | Senior Advisor | Dec 2016–May 2019 | Advisor to large biotech-focused investment firm; Baker Bros funds hold ~33% of KOD |
Board Governance
- Independence: Board determined Dr. Levy is independent under Nasdaq rules; six of seven directors are independent .
- Attendance and engagement: The Board met 5 times in 2024; no incumbent director (including Dr. Levy) attended fewer than 94% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee service: Member, Nominating & Corporate Governance Committee; committee met 2 times in 2024; chair is Robert A. Profusek; other members include Felix J. Baker and Charles A. Bancroft .
- Leadership: Lead Independent Director is Robert A. Profusek; CEO serves as Board Chair; executive sessions are presided over by the Lead Independent Director .
| Committee | Role | Chair? | 2024 Meetings | Attendance (Director-level) |
|---|---|---|---|---|
| Nominating & Corporate Governance | Member | No (Chair: Profusek) | 2 | ≥94% for all incumbents |
Fixed Compensation
| Component | Amount (USD) | 2024 Notes |
|---|---|---|
| Annual cash retainer (base) | $45,000 | Applies to all non‑employee directors under Outside Director Compensation Policy |
| Nominating & Governance Committee member fee | $5,000 | Member-level fee |
| Committee chair fees | $0 | Not a chair; chair fees are $10,000 (N&G), $20,000 (Audit), $15,000 (Comp) |
| Lead Independent Director fee | $0 | Not Lead Independent Director; lead fee is $24,000 |
| Total fees earned in cash (2024) | $50,000 | Reported in Non‑Employee Director Compensation table |
Performance Compensation
| Equity Component | Grant Basis | Shares/Units | Grant‑Date Fair Value | Vesting Schedule | Change‑of‑Control Terms |
|---|---|---|---|---|---|
| Annual stock option | Automatic annual grant on June 30 if ≥12 months of service | 40,000 shares (policy) | $58,440 (2024 option awards value for Dr. Levy) | Fully vests on earlier of one‑year from grant or the day prior to the next annual meeting, subject to continued service | For non‑employee directors, outstanding equity awards fully vest upon change in control, subject to continued service through the date |
| Initial director option | First trading day after becoming a non‑employee director | 2× annual award size | Not applicable in 2024 | 1/3 on first anniversary, then 1/36 monthly thereafter, subject to service | Same as above |
No director performance metrics (e.g., TSR, revenue, ESG goals) are tied to director compensation; director equity is service‑based with standard change‑of‑control acceleration .
Other Directorships & Interlocks
| Company | Role | Interlock/Network Note |
|---|---|---|
| Kiniksa Pharmaceuticals | Director | Felix J. Baker (KOD director; Comp Committee chair) also serves on Kiniksa’s board, indicating a shared network linkage |
| Madrigal Pharmaceuticals | Director | No disclosed interlocks with KOD directors |
| ProTara Therapeutics | Director | No disclosed interlocks with KOD directors |
| Baker Bros. Advisors LP | Senior Advisor (2016–2019) | Baker Bros funds beneficially own ~33% of KOD; potential influence channel through major shareholder |
Expertise & Qualifications
- Deep R&D and regulatory leadership across large and mid-cap biopharma (Incyte EVP/CDDO; Celgene VP; DuPont VP roles; Sandoz clinical/regulatory) .
- Board-certified in Internal Medicine and Gastroenterology; academic training and faculty role at UCLA; degrees from Brown (A.B.) and University of Pennsylvania (M.D.) .
- Current service on multiple public biotech boards (Kiniksa, Madrigal, ProTara) supports therapeutic area breadth and governance experience .
Equity Ownership
| Ownership Element | Quantity | Status/Detail |
|---|---|---|
| Common shares owned | 1,000 shares | Direct ownership |
| Options exercisable within 60 days (as of 3/31/2025) | 158,356 | Vested/exercisable within 60 days |
| Total options outstanding | 198,356 | As of 12/31/2024 |
| Vested options | 158,356 | As of 12/31/2024 |
| Unvested options | 40,000 | As of 12/31/2024 |
| Beneficial ownership % | <1% | “*” less than one percent per Security Ownership table |
| Hedging/derivatives policy | Hedging, short sales, and transactions in derivative securities are prohibited for directors |
Governance Assessment
- Board effectiveness and independence: Classified independent; participates in director nominations and governance oversight; Board and committee attendance ≥94% indicates solid engagement .
- Compensation and alignment: 2024 mix of $50,000 cash and $58,440 in option value suggests balanced cash/equity with service‑based vesting; annual option grant policy (40,000 shares) aligns director incentives with shareholder value creation without performance hurdles .
- Ownership skin‑in‑the‑game: Modest direct share ownership (1,000 shares) with meaningful vested options (158,356); overall beneficial ownership <1%, limiting direct voting power but providing upside linkage through options .
- Conflicts/related‑party exposure: Historical advisory role at Baker Bros (2016–2019) and current interlock with Felix Baker via Kiniksa coincide with Baker Bros’ ~33% KOD ownership; Board nonetheless determined independence and disclosed no related‑person transactions >$120,000 since 2023 .
- Shareholder feedback context: Prior say‑on‑pay support for executive compensation at ~89% in 2024 indicates general investor confidence in compensation governance, though not specific to director pay .
RED FLAGS
- Shared directorship network with a major shareholder representative (Kiniksa with Felix Baker) and prior advisory role with Baker Bros; monitor for potential influence or conflicts in nomination and governance decisions .
- Low direct share ownership (<1% beneficial) relative to options; assess whether equity mix adequately aligns long‑term director incentives with shareholder outcomes .
Mitigants
- Formal independence determination; prohibitions on hedging/derivatives; transparent non‑employee director compensation policy; no related‑party transactions reported .