Michael Klowden
About Michael Klowden
Michael Klowden, age 79, has served as an independent director of NKGen Biotech since September 2023 and is currently Chair of the Nominating & Corporate Governance Committee. He is Executive Vice Chairman of the Board of the Milken Institute and previously served 21 years as its CEO; earlier he was President of Jefferies Group (1995–2000) and a senior partner at Morgan, Lewis & Bockius (1978–1995). He holds a BA from The University of Chicago (trustee service noted) and a JD from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milken Institute | CEO; later Executive Vice Chairman of the Board | CEO for 21 years; Executive VC current | Built global conference into premier venue; established Asia, California, FasterCures, Financial Markets, Future of Aging, Public Health, Strategic Philanthropy centers |
| Jefferies Group Inc. | President | 1995–2000 | Led transition from trading firm to full-service investment bank |
| Morgan, Lewis & Bockius LLP | Senior Partner; Los Angeles Managing Partner; National Vice Chair, Business & Finance Practice | 1978–1995 | Served on firm management committee; leadership across business/finance practice |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Milken Institute | Executive Vice Chairman of the Board | Non-profit think tank | Ongoing leadership role |
| The University of Chicago | Trustee (service noted) | Academic/non-profit | Biographical note; no current term specified |
Board Governance
- Committee assignments: Audit, Compensation, and Nominating & Corporate Governance; Chair of Nominating & Corporate Governance .
- Independence: Classified as independent under Nasdaq rules (company has three independent directors: Klowden, Scott, Gottardis) .
- Attendance and engagement: In 2023 the Board met 3 times; committees met 2 (Audit), 1 (Compensation), 0 (Nominating & Corporate Governance); each incumbent director attended at least 75% of meetings of the Board and committees of which they were a member (for the period in office) .
- Board classification: Staggered board (Class I–III); Klowden is a Class II director with term expiring at the second annual meeting following the September 29, 2023 closing .
- Nominating & Governance scope under his chairship includes director qualifications, board evaluations, conflicts of interest oversight per Code of Conduct, ESG/sustainability topics, CEO succession planning, and consideration of board leadership structure (including lead independent director) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Fees deferred until funding goals are met |
| Audit Committee Chair | $15,000 | Applies to chair; Klowden is not Audit chair |
| Compensation Committee Chair | $10,000 | Applies to chair; Klowden is not Comp chair |
| Nominating & Governance Committee Chair | $8,000 | Klowden is chair |
| Audit Committee Member | $7,500 | Member fee |
| Compensation Committee Member | $5,000 | Member fee |
| Nominating & Governance Committee Member | $4,000 | Member fee |
- Cash fees are deferred until the company meets committee-set funding goals, aligning liquidity preservation with governance oversight .
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Option | Feb 12, 2024 | 300,000 options | $1.62 | Monthly from Oct 1, 2023 to Oct 1, 2026, subject to continued service | Granted to Klowden and Scott; aligns director pay with shareholder value creation |
- Compensation Committee functions include establishing stock ownership guidelines (if/when determined appropriate) and approving clawback policies for improper compensation; these policies support pay discipline across the enterprise .
Other Directorships & Interlocks
- No additional public company directorships are disclosed for Klowden in the proxy; biography lists non-profit/academic roles (Milken Institute; University of Chicago) .
- Potential network tie: NKMAX (a major NKGen holder) donated 2,500,000 shares to eight charities, including The University of Chicago (Dec 15, 2023); Klowden has served as a trustee of UChicago, which may create a soft interlock in the ecosystem (not a related-party transaction) .
Expertise & Qualifications
- Deep governance, legal, and financial leadership: senior law firm partner and practice leader; investment bank president; long-tenured CEO and current executive vice chair at major policy institute .
- Education: BA, The University of Chicago; JD, Harvard Law School .
- Audit-eligible skillset: Board determined all audit members, including Klowden, can read and understand fundamental financial statements per Nasdaq and SEC requirements .
Equity Ownership
| Metric | As of Jul 22, 2024 | As of Jan 24, 2025 |
|---|---|---|
| Beneficial ownership – shares/options | 83,333 options exercisable within 60 days | 211,556 options exercisable within 60 days |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
- No pledging or hedging of company stock is disclosed; NKGen has an Insider Trading Policy governing director transactions .
Governance Assessment
- Strengths: Independent director with multi-committee service and chairship of Nominating & Governance; active oversight domains include conflicts, succession, ESG, and governance policy; attendance met the ≥75% threshold in 2023; cash fees deferred pending funding goals; equity options align compensation with long-term value .
- Controls and policies: Board-adopted Code of Conduct; related-person transaction policy overseen by Audit Committee; indemnification and D&O insurance maintained; Insider Trading Policy in place .
- Watch items: Company capital structure and financing complexity (convertible notes, warrants, forward purchase agreements) require robust committee oversight; major holder NKMAX is under bankruptcy court receivership, increasing governance demands on independent directors; Board pursued reverse stock split authorization to maintain Nasdaq listing, signaling market-listing risk management priorities under the Board’s purview .
Overall, Klowden’s independence, breadth of governance remit, and equity-aligned compensation are positives for investor confidence; ongoing capital markets, shareholder concentration, and listing compliance issues heighten the importance of his chair-level governance oversight .