Taiyin Yang

About Taiyin Yang

Taiyin Yang, Ph.D. (age 71) is an independent director of Kodiak Sciences (KOD) and a member of the Audit Committee. She joined the board in December 2019 after serving as Executive Vice President of Pharmaceutical Development and Manufacturing at Gilead Sciences (2015–2022); earlier, she worked at Syntex beginning in 1980. Dr. Yang holds a B.S. in Chemistry from National Taiwan University and a Ph.D. in Organic Chemistry from the University of Southern California; she is a Fellow of the American Institute for Medical and Biological Engineering (2021) and a member of the U.S. National Academy of Engineering (2022) .

Past Roles

External Roles

Board Governance

• Committee assignments (KOD): Audit Committee member; Board determined she is independent under Nasdaq rules .
• Attendance: In 2024, the board met 5 times and “no incumbent director attended fewer than 94%” of board and applicable committee meetings; Audit Committee met 5 times .
• Committee composition context: Audit Committee members were Bancroft (Chair), Dahiyat, and Yang; all met Nasdaq independence and financial literacy requirements; designated financial experts were Bancroft and Dahiyat (not Yang) .
• Lead Independent Director: Robert A. Profusek; executive sessions and independence structure in place .

Fixed Compensation (Director)

Director cash retainer structure (effective Aug 5, 2024): Base fee $45,000; Audit Committee member fee $10,000; Audit Chair $20,000; Compensation Committee member $7,500 (Chair $15,000); Nominating & Governance member $5,000 (Chair $10,000); Lead Independent Director $24,000 . For 2024, Dr. Yang’s fees align with base + Audit Committee member ($45,000 + $10,000 = $55,000) .

Performance Compensation (Director Equity)

• Annual option grant policy: Non-employee directors receive an annual stock option, typically 40,000 shares, granted on June 30 (prorated for <12 months’ service); vests fully by the earlier of one year or the day before the next annual meeting, subject to service .
• Initial option: New non-employee directors receive an initial option equal to 2x the annual award; vests 1/3 after one year, then monthly over 36 months .
• Change-in-control: Non-employee directors’ outstanding equity fully vests upon a change in control if they continue as directors through the transaction date .

Director equity position (as of 12/31/2024):

Other Directorships & Interlocks

Related-party exposure: KOD’s policy requires Nominating & Governance Committee approval of related-person transactions >$120,000. Since Jan 1, 2023, KOD reports no such transactions other than standard indemnification and equity grants; no Yang-specific related transactions disclosed .

Expertise & Qualifications

• Deep CMC and global manufacturing leadership (small molecules, biologics, ADCs; QA; supply chain; regulatory CMC) from Gilead; drove >25 compounds from early stage to market .
• Scientific credentials: B.S. Chemistry (National Taiwan University), Ph.D. Organic Chemistry (USC), AIMBE Fellow (2021), NAE member (2022) .
• Financial literacy for Audit Committee membership; not designated “audit committee financial expert” (committee experts: Bancroft, Dahiyat) .

Equity Ownership

Hedging/derivatives: KOD prohibits short sales, hedging of stock positions, and derivative transactions by directors .

Governance Assessment

• Board effectiveness and independence: Independent director with strong CMC and scale-up expertise; Audit Committee member; board determined independence under Nasdaq; attendance at or above 94% indicates engagement .
• Compensation and alignment: Director pay mix is modest cash plus annual options; 2024 cash fees $55,000 and option grant fair value $58,440. Equity is option-heavy, which ties value to share price appreciation; however, direct share ownership is limited (beneficial ownership via options only), suggesting alignment primarily through options rather than open-market stock .
• Conflicts/related-party risk: No related-party transactions disclosed for Dr. Yang; service on other biopharma boards noted without identified interlocks affecting KOD. Company prohibits hedging/derivative transactions by directors—positive for alignment .
• Controls and policies: Robust committee structure; Dodd-Frank compliant clawback policy (company-wide) implemented Oct 2, 2023—supports compensation governance and investor confidence .

RED FLAGS

• Low direct common share ownership (beneficial stake comprised of options; <1%): may raise questions on “skin-in-the-game” for some investors, though standard for small/mid-cap biotech boards. No pledging disclosed and hedging prohibited .

Pay-for-performance and Say-on-Pay (context for governance quality): 2024 say‑on‑pay approval ~89% indicates broad shareholder support for compensation practices; committee uses an independent consultant (Compensia) and peer benchmarking—positive governance signals .