Khoso Baluch
About Khoso Baluch
Independent director at Processa Pharmaceuticals since 2022; age 67 as of May 1, 2025 . He holds a B.S. in Aeronautical Engineering from City University London and an MBA from Cranfield School of Management . Career spans 36+ years across biopharma leadership roles in the U.S. and Europe, including CEO, regional president, and board chair positions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CorMedix, Inc. (Nasdaq: CRMD) | Chief Executive Officer and Director | 2016–2021 | Led U.S. public pharma company; executive oversight |
| UCB S.A. | Senior Vice President; President Europe, Middle East & Africa | Jan 2008–Apr 2016 | Regional P&L leadership across EMEA |
| Eli Lilly and Company (NYSE: LLY) | Various international roles | ~24 years (prior to 2008) | General management, BD, market access, product leadership |
| Da Volterra (private, France) | Chairman of the Board | Dec 2021–Nov 2022 | Board leadership in microbiome therapeutics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Poxel S.A. (OTC: PXXLF) | Independent Director; Compensation Committee Chair; Chairman (as of Mar 2023) | Director since 2012; Chair; became Chairman Mar 2023 | Compensation governance; board leadership |
| Longeveron (U.S. public company) | Director | Since Jun 2023 | Board oversight |
| Relevant Bio (private, U.S.) | Director | Since Feb 2024 | Board oversight |
Board Governance
- Independence: Board determined Baluch is independent under Nasdaq Rule 5605(a)(2); committee independence also satisfied .
- Committees (2024–2025):
- Audit Committee member; Chair is James Neal in 2025; audit committee financial expert: Justin Yorke .
- Compensation Committee member; Chair is Geraldine Pannu in 2025 .
- Nominating & Governance: not listed as a member in 2025; committee comprised of Neal, Pannu, Yorke; did not meet in 2024 .
- Attendance:
- Board met 20 times in 2024; Baluch missed three meetings (85% attendance) .
- Audit Committee met four times in 2024; Baluch missed one meeting (75% attendance) .
- Compensation Committee met once in 2024; all members attended .
- In 2023, Audit Committee met four times; Baluch missed one . Compensation Committee met twice; Baluch missed one .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 56,000 | Not disclosed (none specified) | Not disclosed (none specified) | Policy amended effective Jul 1, 2024 to $100k total (cash + RSUs) |
| 2023 | 28,000 | Not disclosed (none specified) | Not disclosed (none specified) | Policy set Mar 8, 2023 to $80k total |
Director-level actual fees paid (2024):
| Director | Fees Earned or Paid in Cash ($) |
|---|---|
| Khoso Baluch | 49,000 |
Compensation structure signal: shift to a more cash-heavy mix (56% cash in 2024 vs 35% cash in 2023), potentially reducing at-risk equity alignment in the annual mix .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting | Distribution/Change-of-Control Terms |
|---|---|---|---|---|---|
| Sep 3, 2024 | RSUs | 31,206 | 27,586 market value at 12/31/24 based on $0.88 price | Vest on earlier of Jun 28, 2025 or next annual meeting | Distributed on earlier of end of appointment/reappointment; 3rd anniversary; change of control; death |
| Jun 27, 2023 | RSUs | 5,069 | 33,962 market value at 12/31/23 based on $6.70 price | Vest on earlier of Jun 27, 2024 or next annual meeting | Distributed per director deferral requirements; same trigger structure |
| 2024 Annual Grants | RSUs | 31,206 (policy) | 44,000 grant-date value | As above; earlier of Jun 28, 2025 or 2025 annual meeting | As above |
Director-level actual stock awards (2024):
| Director | Stock Awards ($) | Total ($) |
|---|---|---|
| Khoso Baluch | 44,000 | 93,000 |
Notes:
- 2024 RSU policy increased unit count due to lower share price (~31,206 units for $44k), while raising cash retainer; no options disclosed for Baluch .
- No performance metrics (e.g., TSR, EBITDA targets) are tied to director RSUs; awards are time-based .
Other Directorships & Interlocks
| Company | Market | Role | Committee/Chair | Overlap/Interlocks |
|---|---|---|---|---|
| Poxel S.A. | OTC: PXXLF | Director; Compensation Chair; Chairman (Mar 2023) | Compensation Committee Chair; Board Chairman | No Processa interlocks disclosed |
| Longeveron | U.S. public | Director | Not disclosed | None disclosed |
| Relevant Bio | Private | Director | Not disclosed | None disclosed |
Compensation committee interlocks: Company discloses no interlocks or insider participation among compensation committee members in recent years .
Expertise & Qualifications
- Global biopharma operating leadership (UCB EMEA President; Eli Lilly international roles) .
- Public company CEO experience (CorMedix) .
- Board governance and compensation oversight (Poxel compensation chair; later Chairman) .
- Technical education (Aeronautical Engineering B.S.; MBA) indicating quantitative/analytical orientation .
Equity Ownership
| Date (Record) | Total Beneficial Ownership (Shares) | % of Outstanding | Directly Held (Shares) | RSUs/Right to Acquire within 60 Days |
|---|---|---|---|---|
| Aug 7, 2025 | 37,673 | <1% | 1,398 | RSUs 36,275 |
| May 1, 2025 | 37,673 | <1% | 1,398 | RSUs 36,275 |
| Apr 22, 2024 | 1,398 | <1% | 1,398 | None listed for 60-day window in footnote |
Notes:
- No pledging or hedging of company stock disclosed in beneficial ownership footnotes for Baluch .
- RSUs indicate future distributable shares; distribution subject to specified triggers .
Governance Assessment
- Strengths:
- Independent status and multi-committee service (Audit and Compensation) support board effectiveness and oversight .
- Deep operating and governance experience across biopharma; external chair role at Poxel enhances compensation governance expertise .
- Equity ownership via RSUs aligns interests, with change-of-control distribution triggers enhancing retention in strategic scenarios .
- Concerns/RED FLAGS:
- Attendance: missed three of twenty board meetings in 2024 (and one audit, one compensation committee meeting in 2023), which could signal time constraints amid multiple external roles .
- Section 16 timeliness: one late Form 4 filing in 2023 (minor compliance lapse) .
- Compensation mix shift to higher cash in 2024 reduces annual at-risk equity proportion; potential dilution in long-term alignment vs prior policy .
- Conflicts:
- No related-party transactions or committee interlocks disclosed involving Baluch; audit committee reviews related-party matters under written policy .
- Other public boards in biopharma (Poxel, Longeveron) could present informational advantages; no disclosed conflicts with Processa suppliers/customers .
Implications: Independence and committee breadth are positives; however, attendance misses and higher cash retainer warrant monitoring for engagement and alignment. External chairmanship and biopharma network may strengthen strategic oversight without disclosed conflicts.
Appendix: Committee Composition and Attendance Detail
| Year | Audit Committee | Chair | Meetings | Attendance (Baluch) |
|---|---|---|---|---|
| 2024 (disclosed in 2025 proxy) | Baluch, Neal, Pannu, Yorke | James Neal | 4 | Missed 1 |
| 2023 (disclosed in 2024 proxy) | Baluch, Pannu, Yorke | Justin Yorke | 4 | Missed 1 |
| Year | Compensation Committee | Chair | Meetings | Attendance (Baluch) |
|---|---|---|---|---|
| 2024 | Baluch, Neal, Pannu | Geraldine Pannu | 1 | Attended |
| 2023 | Baluch, Neal, Pannu | Geraldine Pannu | 2 | Missed 1 |
| 2022 | Baluch, Pannu, Thompson | Geraldine Pannu | 2 | Attended |
| Year | Nominating & Governance Committee | Chair | Meetings |
|---|---|---|---|
| 2024 | Neal, Pannu, Yorke | Justin Yorke | 0 |
Sources
- 2025 DEF 14A (May 12, 2025)
- 2025 DEF 14A (Aug 13, 2025 – Special Meeting proxy/ownership)
- 2024 DEF 14A (Apr 29, 2024)
- 2023 DEF 14A (May 1, 2023)