James Graf
About James Graf
James A. Graf serves as Interim Chief Financial Officer of NKGen Biotech, joining at the closing of the business combination on October 2, 2023 . As of late 2023, he was 59 and listed among NKGen’s executive officers; his background centers on SPAC origination and execution, having served as CEO/founder or non‑independent director across five SPACs that raised approximately $1.6B in aggregate over the prior decade, and as an independent director of another SPAC focused on technology in Southeast Asia/Australia . No education credentials or NKGen-specific TSR/revenue/EBITDA performance metrics for his tenure were disclosed in the filings reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graf Acquisition Corp. IV | Chief Executive Officer | 2021 onward (per IPO and transaction timeline) | Led the SPAC that merged with NKGen; facilitated public listing and financing pathway . |
| Multiple Graf-related SPACs | Founder/executive officer or non-independent director | Prior decade | Aggregate $1.6B raised; extensive PIPE engagement and SPAC execution capabilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graf Acquisition Partners IV LLC (Sponsor) | Managing Member | Pre‑merger and post‑merger | Voting/investment discretion over Sponsor’s founder shares and warrants; potential governance influence . |
| Unspecified Tech-focused SPAC (SE Asia/Australia) | Independent Director | Not disclosed | Regional technology exposure; board oversight experience . |
Fixed Compensation
No CFO-specific base salary, target bonus, or actual bonus for James Graf was disclosed in NKGen’s 2024 10‑K/A or 2025 proxy materials. NKGen’s filings detail compensation for other NEOs but do not include Graf’s CFO compensation terms .
Performance Compensation
No CFO-specific incentive plan metrics (e.g., revenue growth, EBITDA, TSR), RSU/PSU grants, or option strike/vesting schedule for James Graf were disclosed beyond options exercisable within 60 days (see ownership section). Company-wide equity plan mechanics and non‑employee director RSU treatment on change‑of‑control are described generally but not tied to Graf .
Equity Ownership & Alignment
Multi-period beneficial ownership for James A. Graf:
| Metric | Apr 29, 2024 | Jan 24, 2025 (Proxy Record Date) |
|---|---|---|
| Beneficial ownership (# shares) | 7,689,577 | 3,108,610 |
| Ownership % of outstanding | 26.76% | 6.92% |
Breakdown of holdings (as of Jan 24, 2025):
| Component | Amount | Notes |
|---|---|---|
| Sponsor-held common shares (Graf Acquisition Partners IV LLC) | 2,082,507 | Graf has sole voting/investment discretion over Sponsor founder shares . |
| Public shares held by Graf | 6,800 | Direct holdings . |
| Private Warrants underlying common | 757,942 | Issued to Sponsor at IPO; held by Sponsor . |
| Public Warrants underlying common | 1,360 | Held directly by Graf . |
| Working Capital Warrants underlying common | 93,334 | Issued to Sponsor upon loan conversion; held by Sponsor . |
| Options exercisable within 60 days | 166,667 | NKGen options . |
Pre-closing (Oct 5, 2023) disclosed “Owned Securities”:
| Holder | Founder Shares | Covered Securities | Private Placement Warrants |
|---|---|---|---|
| Graf Acquisition Partners IV LLC (Sponsor) | 4,210,375 | 0 | 4,721,533 |
| James A. Graf | 0 | 6,800 | 0 |
- Beneficial ownership disclaimers: Graf may be deemed to share voting/dispositive power over Sponsor-held shares and disclaims beneficial ownership except to the extent of his pecuniary interest .
- Pledging/hedging: No pledging or hedging disclosures for Graf were identified in the reviewed 10‑K/A (2024) or DEF 14A (2025) filings .
Employment Terms
- Appointment: Joined NKGen as Interim CFO concurrent with business combination closing on Oct 2, 2023 .
- Indemnification/D&O insurance: NKGen maintains indemnification agreements for directors/officers and D&O insurance post‑closing; these apply broadly to officers (no Graf-specific addenda disclosed) .
- Severance/change‑of‑control: NKGen’s 10‑K/A details severance protections for the CEO but indicates other NEOs generally lack severance; no CFO-specific severance or CIC terms for Graf were disclosed . Non‑employee director RSU treatment under change‑of‑control is described, but Graf is an officer, not a non‑employee director .
Investment Implications
- Alignment: Graf has meaningful economic exposure through Sponsor founder shares and warrants, plus personal shares and options, aligning with equity value creation; however, he disclaims beneficial ownership of Sponsor holdings beyond pecuniary interest . Near-term selling pressure could be influenced by warrant exercises and any lock-up expirations under Sponsor/Graf insider agreements, though specific durations for Graf’s lock-up were not disclosed in the cited sections .
- Governance/related-party sensitivity: Graf’s dual role as NKGen officer and managing member of the Sponsor concentrating voting discretion may warrant investor attention to potential conflicts; the company’s related person transaction policy and indemnification framework are in place .
- Data gaps: Absence of CFO compensation specifics (salary, bonus, vesting schedules) limits pay‑for‑performance assessment; investors should monitor future proxies/8‑Ks for detailed CFO comp, ownership changes, and any Form 4 activity.
Key disclosed facts:
• Interim CFO since Oct 2, 2023 .
• Current beneficial ownership: 3,108,610 shares (6.92%) with detailed components (sponsor shares, warrants, options) .
• Prior (Apr 29, 2024) beneficial ownership: 7,689,577 shares (26.76%) .
• Sponsor/insider lock-up and registration rights exist; definitions provided (durations not specified in cited excerpts) .