Robert B. Chess
NEKTAR THERAPEUTICSAbout Robert B. Chess
Robert B. Chess, age 68, is Chairman of Nektar Therapeutics’ board and has served as a director since May 1992; he previously served as Acting President & CEO (2006–2007), Executive Chairman (1999–2007), Co‑CEO (1998–2000), President (1991–1998) and CEO (1992–1998) at NKTR, reflecting deep operating familiarity with the company’s strategy and history . He holds a B.S. in Engineering with honors from Caltech and an M.B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Nektar Therapeutics (NKTR) | Chairman (current) | Director since May 1992 | Longstanding strategic and operating insight from prior CEO/President/Acting CEO roles |
| Nektar Therapeutics (NKTR) | Acting President & CEO | Mar 2006–Jan 2007 | Leadership continuity during transition |
| Nektar Therapeutics (NKTR) | Executive Chairman | Apr 1999–Jan 2007 | Board leadership during key development phases |
| Nektar Therapeutics (NKTR) | Co‑CEO | Aug 1998–Apr 2000 | Shared chief executive responsibilities |
| Nektar Therapeutics (NKTR) | President | Dec 1991–Aug 1998 | Built core business operations |
| Nektar Therapeutics (NKTR) | CEO | May 1992–Aug 1998 | Led corporate strategy and execution |
| Penederm, Inc. | Co‑founder & President | Prior to sale to Mylan | Public dermatology pharma; successful exit |
| Intel; Metaphor (IBM) | Management positions | Prior | Technology/operations experience |
| White House (Bush 41) | White House Fellow; Assoc. Director, Office of Economic & Domestic Policy | Prior | Policy experience at federal level |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Twist Biosciences | Director; Lead Director | Public | Current; synthetic biology |
| BigHat Biosciences | Chairman | Private | Current; ML‑guided biologics design |
| Issio Solutions | Chairman | Private | Current; labor productivity software |
| Bio (Biotechnology Industry Organization) | Director; Chair, Emerging Companies; Co‑Chair, IP Committee | Industry Association | 1997–2009 (director); leadership roles in policy/industry |
| Bio Ventures for Global Health | Initial Chairman; Director | Non‑profit | Served through 2022 |
| Stanford Graduate School of Business | Faculty (MBA courses in healthcare/aging) | Academic | Current |
Board Governance
- Independence status: The board determined all directors other than the CEO (Howard W. Robin) are independent under Nasdaq standards; this includes Mr. Chess despite his long prior executive tenure .
- Board leadership: CEO and Chair roles are separated (CEO: Howard W. Robin; Chair: Robert B. Chess). Lead Independent Director (Roy A. Whitfield) has defined authorities including calling and chairing independent director sessions, and approving board agendas/schedules .
- Committee assignments: Mr. Chess is not a member of the Audit, Organization & Compensation, or Nominating & Corporate Governance Committees; committee chairs are R. Scott Greer (Audit), Diana Brainard, M.D. (Organization & Compensation), and Roy A. Whitfield (Nominating & Corporate Governance) .
- Attendance and engagement: The board met 14 times in 2024; each director attended at least 75% of aggregate board and key committee meetings and all directors attended the 2024 annual meeting of stockholders. Independent directors met in five executive sessions in 2024 .
| Committee | 2024 Meetings | Chair | Chess Membership |
|---|---|---|---|
| Audit | 5 | R. Scott Greer | No |
| Organization & Compensation | 5 | Diana Brainard, M.D. | No |
| Nominating & Corporate Governance | 3 | Roy A. Whitfield | No |
Fixed Compensation (Director Pay Structure and 2024 Actual)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $55,000 | Effective Jan 1, 2024 |
| Additional retainer – Board Chair | $50,000 | Total Chair cash retainer = $105,000 |
| Additional retainer – Lead Independent Director | $25,000 | Total Lead Independent = $80,000 |
| Committee retainers (Chair/member) | Audit: $25,000/$12,000; Comp: $20,000/$10,000; N&G: $15,000/$8,000 | |
| Annual cap on total director pay (existing/new) | $1,200,000 / $2,200,000 | Aggregate cash + grant date fair value under 2017 Plan |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Robert Chess | 128,500 | — | 110,939 | — | 239,439 |
Notes: 2024 non‑employee directors received annual option grants; no RSUs granted to directors in 2024 .
Performance Compensation (Director Equity)
| Grant Date | Award | Shares/Units | Grant Date FV ($) | Vesting | Term/Post‑Termination | Change‑of‑Control |
|---|---|---|---|---|---|---|
| Sep 18, 2024 | Stock Options (annual) | 120,000 | 110,939 (Chess) | Options vest monthly over 1 year | 8‑year term; 36‑month post‑service exercise window (earlier of option term) | Full acceleration of unvested director equity at closing |
| Initial director awards (policy) | Options and/or RSUs | N/A | N/A | Vest over 3 years; sized at 180% of most recent annual grant | As above | As above |
- Exercise price equals closing price on grant date (policy) .
- In the event of death or disability, director RSUs vest immediately; upon service cessation at/after the annual meeting, unvested RSUs vest pro‑rata by completed months (policy) .
- Awards under the Amended 2017 Plan are subject to the Nektar Compensation Recovery (clawback) Policy ; broader clawback terms are described (restatement recoupment of excess incentive pay for executive officers) .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Twist Biosciences (public) | Synthetic biology | Director; Lead Director | No NKTR related‑party transactions disclosed in 2024; company prohibits director hedging/pledging |
| BigHat Biosciences (private) | Biologics design (ML) | Chairman | Same as above |
| Issio Solutions (private) | Software | Chairman | Same as above |
- The company states that aside from a CFO consulting arrangement with FLG Partners (unrelated to Mr. Chess), there were no related party relationships/transactions requiring disclosure in 2024 .
Expertise & Qualifications
- Deep biotech operating and governance expertise from decades at NKTR (former CEO/President/Executive Chairman) and other public/private life sciences boards .
- Technology and policy background from roles at Intel/Metaphor and White House fellowship; ongoing academic involvement teaching healthcare and longevity business at Stanford GSB .
- Education: B.S. Engineering (Caltech); M.B.A. (Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Base |
|---|---|---|---|
| Robert Chess | 514,273 | <1% | 186,103,588 shares outstanding as of Mar 6, 2025 |
Additional alignment indicators:
- Options outstanding as of Dec 31, 2024 (Chess): 309,000 options .
- Director ownership guideline: ≥3× annual cash retainer to be achieved within five years of first appointment; historically met by non‑executive directors with >5 years of service, though one director is currently below due to a temporal share price drop; board may adjust guidelines as necessary (no specific name disclosed) .
- Hedging/pledging prohibited for directors; short sales, options trading, and margin trading also prohibited under the security trading policy .
Governance Assessment
-
Strengths
- Independence: Board affirmatively determined Mr. Chess is independent under Nasdaq rules (all directors except the sitting CEO), despite prior NKTR executive roles, providing experienced but independent oversight .
- Leadership structure: Separation of CEO and Chair supplemented by a robust Lead Independent Director role and regular independent director executive sessions supports balanced oversight and mitigates risks associated with a long‑tenured chair .
- Attendance: Board met 14 times in 2024 with all directors meeting ≥75% attendance and attending the annual meeting, signaling engagement .
- Pay design: Director compensation appears standard for small/mid‑cap biotech—modest cash retainers, annual options with 1‑year vesting, no RSUs in 2024; equity terms include reasonable post‑service exercise and clear CoC treatment; annual cap on director pay adds guardrails .
- Shareholder sentiment: 2024 Say‑on‑Pay support at ~93% indicates broad investor acceptance of NKTR compensation governance (for NEOs) .
-
Watch items / potential red flags
- Long tenure and former executive service: Mr. Chess’s multi‑decade association and prior CEO roles can raise entrenchment perceptions, though formal independence is affirmed and a strong Lead Independent Director framework is in place .
- Committee participation: He does not sit on key committees (Audit, Compensation, Nominating), which limits direct committee‑level influence but also reduces conflicts inherent in a Chair overseeing committees; ensure committee chairs remain empowered and independent .
- Ownership guideline compliance: Policy requires 3× retainer; the proxy notes one director currently below the threshold due to share price decline (no individual identified). Monitor if any extended shortfall persists and whether the board updates guidelines to maintain alignment intent .
Overall, Mr. Chess brings exceptional company‑specific and industry expertise, with structural safeguards (independence determination, Lead Independent Director, prohibitions on hedging/pledging, and clear director equity terms) that support investor confidence; continued attention to tenure optics and transparent ownership guideline adherence will be important for governance quality going forward .