Richard Kender
About Richard Kender
Richard Kender, age 69, is an independent Class II director at Longeveron (LGVN) appointed in May 2024. He is a 35-year Merck & Co. veteran, retiring in September 2013 as Senior Vice President of Business Development and Corporate Licensing after leading M&A, licensing, financial evaluation, and competitive intelligence across more than 100 transactions. He holds a B.S. in Accounting from Villanova University and an M.B.A. from Fairleigh Dickinson University . He qualifies as an “audit committee financial expert” under SEC regulations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Senior Vice President, Business Development & Corporate Licensing; previously VP Corporate Development; Head of M&A/Licensing/Financial Evaluation/Global Competitive Intelligence | 35-year career; retired September 2013 | Led >100 transactions; broad corporate leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seres Therapeutics (NASDAQ: MCRB) | Director | Current | Chair, Audit; Member, Compensation |
| POXEL SA (Euronext: POXEL) | Director | Current | Chair, Business Development; Member, Audit; Chair, Compensation |
| Bicycle Therapeutics (NASDAQ: BCYC) | Director | Current | Chair, Audit; Member, Strategic; Member, Compensation |
Board Governance
- Committee memberships at LGVN: Audit (member), Compensation (member), Science & Strategy (member). Audit Committee chaired by Khoso Baluch; Compensation Committee chaired by Ursula Ungaro; Science & Strategy Committee chaired by Roger Hajjar .
- Board independence: The Board determined Mr. Kender is independent under Nasdaq and SEC standards; the Board has no lead independent director and maintains a combined Chairman/CSO structure .
- Attendance: The Board met 9 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings for their service period .
- Committee activity levels: Audit Committee held 4 meetings in 2024; Compensation Committee held 6; Science & Strategy Committee (newly formed) held none in 2024 .
- Governance developments: On November 7, 2025, directors Khoso Baluch and Neha Motwani resigned; neither cited disagreements, implying near-term changes to Audit Committee composition where Mr. Kender served alongside them .
- Related-party transaction controls: LGVN has a written policy requiring Audit Committee review/approval of related-person transactions under Item 404 thresholds .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $36,946 | Fees paid relating to calendar 2024 |
| Annual director cash retainer | Prorated $35,000 (H1 2024); $45,000 (from July 1, 2024) | Program detail; applies to all directors |
| Committee chair/member fees (program) | Audit Chair $15,000; Compensation Chair $12,000; Nominating Chair $10,000; Science & Strategy Chair $7,500; Audit Member $8,000; Compensation Member $6,000; Nominating Member $5,500; Science & Strategy Member $5,000 | Program detail; applies to all directors (as of H2 2024; H1: different schedule) |
| Meeting fees | Not separately disclosed | Program emphasizes retainers/equity grants |
Performance Compensation
| Element | Grant Date | Quantity | Grant-Date Fair Value | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Onboarding RSU award | May 9, 2024 | 16,000 RSUs | $23,280 | Quarterly over 3 years | Per 8-K appointment terms and 2025 Proxy |
| Annual RSU program (general) | Following annual meeting | 8,000 RSUs per director | Not disclosed for Kender in 2024 | Subject to vesting requirements | Program applies broadly; 2024 annual RSUs granted Aug 15 to certain directors (Kender received onboarding grant in May) |
| Cash-to-Equity Program election (optional) | Ongoing (re-authorized Apr 24, 2025) | Up to 80% of cash comp convertible | Premium equivalent value 125%–200% | RSUs fully vested at grant; options fully exercisable at grant | Includes Black‑Scholes multiplier for options; available to directors/executives |
- Design features and alignment signals:
- Cash-to-Equity Program permits fully vested grants with premium exchange rates (125%–200%) and fully exercisable options at grant, lacking performance conditions—potential pay-for-performance misalignment for directors if heavily utilized. Options adjusted via Black‑Scholes multiplier .
- No director stock options were granted in 2024 outside the program; option awards column shows $0 for all directors in 2024 .
- No clawback or change‑of‑control acceleration terms were disclosed for director equity in LGVN’s proxy; LGVN’s 2021 Plan summary describes award types and administration but does not specify clawbacks in the cited sections .
Other Directorships & Interlocks
- Interlock with fellow LGVN director: POXEL SA appears on both Mr. Kender’s and Mr. Baluch’s current board service lists, suggesting a board‑level interlock that may facilitate information flow and shared perspectives across companies. Mr. Baluch serves as Chairman of Poxel S.A.; Mr. Kender serves as director (and chairs Compensation and Business Development committees) .
- No disclosed related-party transactions for Mr. Kender at LGVN under Item 404(a) at time of appointment .
Expertise & Qualifications
- Audit committee financial expert designation (SEC definition) .
- Deep transactional and corporate development expertise from Merck (M&A, licensing, financial evaluation, competitive intelligence; >100 transactions), with current audit chair roles across multiple biopharma boards (Seres Therapeutics, Bicycle Therapeutics) and compensation committee experience (POXEL SA, Seres Therapeutics, Bicycle Therapeutics) .
- Education: B.S. Accounting (Villanova), M.B.A. (Fairleigh Dickinson) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Richard Kender | 5,334 | * (<1%) | — | * | * | As of April 21, 2025; none of the listed shares are pledged |
| Equity Detail | Quantity | Status/Notes |
|---|---|---|
| Unvested RSUs (as of Dec 31, 2024) | 13,334 | Outstanding; consistent with onboarding grant that vests quarterly over 3 years |
| Options | — | No director options granted in 2024 |
Fixed Compensation (Director Compensation Table — 2024 Extract)
| Director | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Richard Kender | 36,946 | 23,280 | — | — | 60,226 |
Governance Assessment
- Independence and audit expertise: Positive signals—independent status and SEC-defined audit committee financial expert designation improve oversight credibility .
- Attendance and engagement: Board met 9 times in 2024; all directors, including Mr. Kender, attended at least 75% of Board/committee meetings during service—acceptable baseline engagement .
- Committee breadth: Service on Audit, Compensation, and Science & Strategy committees gives Mr. Kender cross-functional visibility into financial reporting, pay design, and R&D direction .
- Compensation structure risk indicators:
- Cash‑to‑Equity Program grants fully vested RSUs/options at premium exchange rates (125%–200%) without performance conditions; while potentially cash‑preserving, it weakens pay-for-performance alignment for directors and could be perceived as dilutionary if heavily utilized—monitor director elections into the program .
- Board leadership and control: Combined Chairman/CSO structure without a lead independent director reduces independent leadership leverage; governance mitigations include executive sessions of independent directors .
- Audit Committee continuity risk: Resignations of Audit Committee members Baluch and Motwani in November 2025 may affect Audit Committee composition and independence requirements; monitor subsequent committee reconstitution and Nasdaq compliance updates .
- Conflicts and related-party exposure: No transactions requiring Item 404(a) disclosure for Mr. Kender; LGVN maintains a related‑party transaction policy with Audit Committee oversight .
RED FLAGS to monitor:
- Director use of fully vested, premium Cash‑to‑Equity elections (potential misalignment and dilution) .
- Audit Committee composition post–Nov 2025 resignations (compliance/oversight continuity risk) .
- Absence of a lead independent director under a combined Chair/CSO structure .