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Cesar Alvarez

Director at PRECIGENPRECIGEN
Board

About Cesar Alvarez

Independent director at Precigen (PGEN) since 2008; age 77. Senior Chairman of Greenberg Traurig, LLP (since 2012), previously CEO (1997–2012) and Executive Chairman; holds B.S., MBA, and J.D. from the University of Florida . Board service tenure at PGEN is ~17 years; currently chairs the Nominating and Governance Committee, and is deemed independent by the Board under Nasdaq/NYSE standards .

Past Roles

OrganizationRoleTenureCommittees/Impact
Greenberg Traurig, LLPSenior Chairman2012–presentLed firm as CEO and Executive Chairman previously; grew to ~2,750 professionals across 49 locations
Greenberg Traurig, LLPExecutive ChairmanPrior to 2012Executive leadership of large law firm
Greenberg Traurig, LLPChief Executive Officer1997–2012Led growth and national scale-up; corporate/securities advisory expertise

External Roles

OrganizationRoleTenureCommittees/Impact
Watsco, Inc. (NYSE: WSO)Vice-Chairman, Board of DirectorsCurrent—
The St. Joe Company (NYSE: JOE)DirectorCurrent—
Mednax, Inc. (NYSE: MD)Director1997–July 2020—
Sears Holdings CorporationDirectorJan 2013–May 2017—
Fairholme Funds, Inc.DirectorMay 2008–Feb 2020—

Board Governance

  • Committee assignments: Chair, Nominating and Governance Committee; current members include Alvarez, Vinita Gupta, and Nancy Howell Agee; the committee met one time in 2024 .
  • Independence: Board affirmatively determined Alvarez is independent under Board, Nasdaq, and NYSE standards .
  • Attendance: The Board held 11 meetings in 2024; each director except “Caesar” Alvarez attended at least 75% of combined Board and committee meetings—indicating Alvarez was below 75% attendance, a red flag for engagement .
  • Annual meeting: All directors at the time attended the 2024 Annual Meeting .
  • Board leadership: Executive Chairman Randal J. Kirk; Lead Independent Director James Turley; independent directors meet in executive session at least quarterly .

Fixed Compensation

ComponentAlvarez 2024 AmountNotes
Annual Board retainer (cash equivalent)$50,000 Policy baseline for non-employee directors
Committee chair retainer$12,500 Nominating & Governance Committee Chair
Committee member retainer—Policy: $6,500 per member
Meeting feesNone disclosedNot in policy table
Fees earned or paid in cash (reported)$63,000 Alvarez elected to receive all retainers in stock
Shares received in lieu of cash43,706 shares All directors elected stock for retainers in 2024

Performance Compensation

Grant Type2024 Fair ValueVestingTerms
RSUs (Annual)$125,000 Vest in full on 1-year anniversary of grant, subject to continued Board service —
Stock Options (Annual)$125,000 Fully vested at grant Exercise price = fair market value on grant date
Initial appointment RSUs (if applicable)Not applicable in 2024Vest in full 1 year from appointment For newly appointed directors
Initial appointment Options (if applicable)Not applicable in 202425% per year over 4 years from appointment Exercise price = fair market value

Outstanding equity as of Dec 31, 2024:

  • RSUs outstanding: 87,412
  • Stock options outstanding: 531,079

Other Directorships & Interlocks

CompanyRelationship to PGENPotential Interlock/Conflict
Watsco, Inc. (WSO)None disclosedNo PGEN business tie disclosed; standard directorship
The St. Joe Company (JOE)None disclosedNo PGEN business tie disclosed
  • Related party policy: Audit Committee oversees; transactions over $120,000 require pre-approval, arm’s-length terms, and/or disinterested Board approval; certain categories pre-approved (e.g., disclosed director compensation) .
  • No related-party transactions involving Alvarez are disclosed in the proxy; skip if not disclosed (index) .

Expertise & Qualifications

  • Corporate/legal governance leadership as CEO/Executive Chairman/Senior Chairman of a major law firm; deep experience advising corporate/securities clients .
  • Public company board experience across industrials and healthcare; governance and strategy credentials .
  • Education: B.S., MBA, J.D. (University of Florida) .
  • Board qualification emphasis: legal/governance and listed company director experience, aligned with Board’s desired skills matrix .

Equity Ownership

HolderOutstanding SharesRight to Acquire (within 60 days)Total Beneficially Owned% of Shares Outstanding
Cesar L. Alvarez693,264 599,008 1,292,272 <1%
  • Director stock ownership guidelines: at least 5x annual cash retainer; measured annually; all non-employee directors were either in satisfaction or on track as of Dec 31, 2024 .
  • Hedging prohibition in place; no pledging disclosures specific to Alvarez; skip if not disclosed .

Governance Assessment

  • Positives:

    • Independent director with extensive legal/governance and public company experience; chairs the Nominating & Governance Committee .
    • Equity alignment: elected to receive retainers in stock; significant outstanding RSUs/options; adherence to ownership guidelines on track .
    • Clear director compensation structure; equity grants with transparent vesting; options priced at fair market value; no repricing without shareholder approval .

  • Red flags / watch items:

    • Attendance: Below 75% of combined Board/committee meetings in 2024—potential engagement/availability concern for a committee chair .
    • Committee activity: Nominating & Governance Committee met only once in 2024; may signal limited cadence on governance agenda items .
    • Control environment: Executive Chairman R.J. Kirk beneficially owns ~39.7% of common shares; shareholder approvals sought for preferred stock/warrant structures and PIK dividend treatment—governance context worth monitoring though not specific to Alvarez .

  • Compensation mix signals:

    • Balanced cash retainer plus equity; all directors took retainers in stock in 2024, increasing alignment with shareholders .
    • RSUs are time-based (not performance-based); options fully vested at grant—standard director equity design without performance metrics .