Jennifer Cochran

About Jennifer Cochran

Independent director at OmniAb, Inc. (OABI); age 53; director since 2022. She is Senior Associate Vice Provost of Research and the Addie and Al Macovski Professor of Bioengineering at Stanford; founding member and former Chair (2017–2022) of Stanford Bioengineering; co‑founder and Chief Scientific Advisor at Red Tree Venture Capital. Ph.D. in biological chemistry and postdoc in biological engineering at MIT; B.S. in biochemistry from University of Delaware .

Past Roles

External Roles

Board Governance

• Committees: Audit (member), Nominating and Corporate Governance (Chair), Science and Technology (member) .
• Independence: Board determined all directors except CEO (Foehr) and Chair (Higgins) are independent under Nasdaq rules; Cochran is independent .
• Attendance: All incumbent directors attended at least 75% of aggregate board and committee meetings during 2024 .
• Meeting counts (2024):

• Governance practices: clawback policy compliant with Nasdaq; prohibition on pledging and hedging; stock ownership guidelines for directors .

Fixed Compensation

• Cash retainer and committee fees (policy): $50,000 annual director retainer; Audit member $10,000; NCG Chair $10,000; Science & Technology member $7,500; no meeting fees .
• 2024 cash received: $77,500 (matches roles: $50,000 + $10,000 Audit + $10,000 NCG Chair + $7,500 S&T) .

Performance Compensation

• Directors do not receive performance‑based pay; equity awards vest time‑based per policy (RSUs annual; options time‑based) .
• No director‑specific performance metrics disclosed or used (no PSUs for directors; PSUs discussed are for executives) .

Equity Compensation

• Policy: Annual grant at each annual meeting—20,000 RSUs and 40,000 options; initial grant for new directors—40,000 RSUs and 80,000 options; annual awards vest in full by next annual meeting or first anniversary; options at FMV; change‑in‑control full vest .
• 2024 grant date fair values reported:

• Outstanding awards as of 12/31/2024: 20,000 RSUs; 212,818 options .

Other Directorships & Interlocks

• Prior public company board service: Ligand Pharmaceuticals (public) .
• VC and portfolio ties: Co‑founder/Chief Scientific Advisor at Red Tree Venture Capital; boards at Rondo, Revel, Biograph55, Kivu; observers at Excellergy and Ebvio .
• Related party: Photinia Biosciences (co‑founded by Cochran; Red Tree majority owner at time of license) entered into OmniAb license with upfront $0.1M; services up to $0.5M; milestones up to $38.3M/product; low‑to‑mid single digit royalties; ~$0.1M received in 2024 .

Expertise & Qualifications

• Technical: Bioengineering, protein therapeutics, drug discovery; academic leadership at Stanford .
• Industry: VC leadership (Red Tree), incubator role (Lagunita), board experience at public and private biopharma .
• Education: B.S. biochemistry (University of Delaware); Ph.D. biological chemistry and postdoc biological engineering (MIT) .

Equity Ownership

Insider Trades

Additional Form 4 index reference: 0001872349-25-000004 (OmniAb; Jennifer R. Cochran) .

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting results: Director elections and auditor ratification only; no say‑on‑pay proposal on ballot .
• Votes: Bertozzi 36,153,128 For / 31,275,065 Withheld / 16,933,628 Broker non‑votes; Higgins 53,835,964 For / 13,592,229 Withheld / 16,933,628 Broker non‑votes; EY ratification 84,233,643 For / 110,544 Against / 17,634 Abstain .

Governance Assessment

• Strengths:

  • Clear independence and leadership on governance (NCG Committee Chair), with multi‑committee service (Audit; Science & Technology) supporting board effectiveness .
  • High engagement: Board and committees met regularly; policy notes all incumbents ≥75% attendance in 2024 .
  • Ownership alignment: Annual equity grants; director ownership guidelines (3× retainer within 5 years); hedging/pledging prohibited .
  • Clawback policy compliant with SEC/Nasdaq; HCMCC oversight .

• Potential conflicts / RED FLAGS:

  • Related‑party transaction with Photinia Biosciences (co‑founded and owned by Cochran; Red Tree held majority) for OmniAb license with milestone/royalty economics—approved under related‑person transaction policy and overseen by Audit Committee, but remains a monitoring point for conflict risk and interlocks with VC portfolio companies .
  • Broad VC portfolio board roles can create information flow and interlock considerations; mitigation depends on recusals and committee oversight (policy in place) .

• Compensation mix signal:

  • 2024 director pay mix: Cash $77.5k vs equity fair value $177.4k (RSUs $83.8k; options $93.6k), indicating emphasis on equity alignment over cash .
  • No performance‑linked director pay; equity is time‑based, reducing potential short‑term metric gaming .

• Shareholder sentiment:

  • 2025 vote outcomes show meaningful withhold on one nominee (Bertozzi) but overall approvals; no say‑on‑pay to gauge compensation sentiment this year .

Committee Assignments (Detail)

Director Compensation Summary (2024)

Related‑Party Transaction (Detail)

Policies & Controls

• Related‑person transaction policy requires Audit Committee review; considers arm’s‑length terms and material interests .
• Insider trading policy prohibits hedging, pledging, margin purchases, short sales, derivatives; applies to directors .

Risk Indicators

• Section 16 compliance: Company reports all applicable filings complied for FY2024 .
• Board independence majority and separation of Chair/CEO enhances oversight .

Overall: Cochran brings strong technical and governance credentials across audit, governance, and R&D oversight. The Photinia transaction is adequately disclosed and governed but should be monitored as a potential conflict interlock; her equity‑heavy compensation and ownership guidelines support alignment with shareholders .