Robert Profusek

About Robert A. Profusek

Robert A. Profusek, J.D., is an independent director of Kodiak Sciences (KOD) and the Board’s Lead Independent Director; he has served on the Board since June 2018 and has chaired the Nominating & Corporate Governance Committee since September 2018, while also serving on the Compensation Committee . He is a partner at Jones Day and global chair of the firm’s M&A practice; he holds a B.A. from Cornell University and a J.D. from New York University . Age: 75; current term expires in 2025 and he is nominated for a new term ending in 2028 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Profusek is independent under Nasdaq rules; he also serves as Lead Independent Director, presiding over executive sessions and acting as liaison between management and independent directors .
• Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
• Board/committee activity: Board met 5 times in 2024; Compensation met 6; Nominating met 2; No incumbent director attended fewer than 94% of Board and applicable committee meetings .
• Leadership structure: CEO also serves as Board Chair; Lead Independent role used to balance oversight and executive sessions .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Current public company boards: Valero Energy Corporation (Lead Independent Director); CTS Corporation (Lead Independent Director) .
• Interlocks/potential conflicts: No related-person transactions >$120,000 disclosed since January 1, 2023; policy requires prior approval for any such transactions and excludes ordinary director-service-only situations .
• Consultant/firm affiliations: He is a Jones Day partner (global M&A chair); no transactions between KOD and Jones Day are disclosed .

Expertise & Qualifications

• Legal/governance expertise in M&A, takeovers, restructurings, corporate governance, and capital markets; leadership experience from Jones Day and other public boards .
• Education: B.A., Cornell; J.D., New York University .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director, Lead Independent Director, and Chair of Nominating & Corporate Governance; clear governance roles and responsibilities .
  • High engagement: Board and committee meeting cadence with ≥94% attendance among incumbents indicates strong participation .
  • Balanced director pay: Modest cash retainers plus standardized, time-based equity with change-in-control clarity; transparent outside director compensation policy .
  • Risk controls: Related-party transaction policy in place with no transactions reported; hedging prohibited; clawback policy implemented in October 2023 .
  • Shareholder support: Say-on-pay for executives approved ~89% in 2024, signaling broader investor confidence in compensation oversight by the Board .

• Potential Risks/Red Flags

  • Significant external time commitments: Lead independent roles at two other public companies plus a senior law firm leadership role may constrain bandwidth during critical clinical/regulatory phases .
  • Ownership alignment: Personal economic stake in KOD is relatively small (<1% ownership; 10,000 common shares), though options provide some alignment; contrast with large concentrated holder (Baker Bros.) shaping board dynamics .
  • Industry interlocks: None disclosed; continue monitoring for any future engagements involving Jones Day or external boards that could create perceived conflicts .

Overall view: Governance profile is solid—independent leadership, strong attendance, transparent director pay structure, and robust conflict policies—though multi-board and law firm leadership roles warrant ongoing monitoring for bandwidth and perceived independence risks during pivotal clinical and regulatory milestones .

Compensation Committee Analysis

• Composition: Felix J. Baker (Chair), Charles A. Bancroft, Robert A. Profusek; all independent per Nasdaq/SEC; six meetings in 2024 .
• Consultant: Compensia retained; committee assessed independence and found no conflicts; peer group calibration and market benchmarking used for compensation decisions .
• Policies: Oversight of executive compensation, director compensation, equity plan administration; clawback policy in place (Dodd-Frank compliant) .

Related-Party Transactions

• Policy requires prior approval for related-person transactions >$120,000; excludes ordinary director-service-only interests; committee independence enforced for reviews .
• Disclosures: None reported since January 1, 2023 beyond standard indemnification/equity grants to directors and officers .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: Approximately 89% of votes cast supported executive compensation; committee reviewed results and did not directly alter program due to strong support .

Board Meetings and Committees (Reference)

Director Compensation (2024, Reported)

Beneficial Ownership (as of March 31, 2025)

Independence, Attendance, and Engagement

• Independent director per Nasdaq standards; also independent for nominating and compensation committees .
• Attendance: No incumbent director attended fewer than 94% of board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
• Executive sessions: Lead Independent Director (Profusek) presides over independent director executive sessions .

Governance Policies and Risk Controls

• Insider Trading Policy: Prohibits short sales, hedging, and derivative transactions by directors and employees .
• Clawback Policy: Incentive compensation recoupment policy effective October 2, 2023 (Dodd-Frank compliant) .
• Committee Charters and Governance Guidelines available on KOD’s IR website .

Notes

• Change-in-control terms for director equity: Full vesting of outstanding director equity upon change in control (subject to continued director status through such date) .
• 2025 director election & slate: Profusek nominated to continue (Class I) through 2028 .
• Board size and independence: Seven members; six independent .