Jeffrey Kindler
PRECIGENAbout Jeffrey Kindler
Jeffrey B. Kindler (age 69) has been an independent director of Precigen (PGEN) since November 2011. He chairs the Audit Committee, is a member of the Compensation and Human Capital Management Committee, and has been determined by the Board to be independent under Nasdaq/NYSE standards. He holds a B.A. from Tufts University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | Chairman & CEO | 2006–Dec 2010 | Led global pharma; relevant to audit “financial expert” designation |
| General Electric | Vice President, Litigation & Legal Policy | Prior to 2006 (exact dates not disclosed) | Legal policy leadership |
| McDonald’s | Executive Vice President & General Counsel | Prior to 2006 (exact dates not disclosed) | Corporate legal oversight |
| Partner Brands | President | Prior to 2006 (exact dates not disclosed) | Brand leadership |
| Centrexion Therapeutics | Chief Executive Officer | Since Oct 2013 (current) | Operating leadership in therapeutics |
| Blackstone | Senior Advisor | Since Aug 2020 (current) | Investment advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perrigo Pharmaceuticals Co. | Director | Current | Public company oversight |
| Terns Pharmaceutical | Director | Current | Clinical-stage biotech board role |
| Lupin Inc. | Director | Current | Transnational pharma board role; potential information flow given fellow PGEN director Vinita Gupta’s Lupin leadership background |
Potential interlock signal: Kindler serves on Lupin’s board, and PGEN director Vinita Gupta’s biography highlights deep Lupin leadership experience; no related-party transactions are disclosed for this link .
Board Governance
- Committee assignments: Audit Committee Chair; Compensation and Human Capital Management Committee member .
- Independence: Board affirmatively determined Kindler is independent under Nasdaq/NYSE guidelines .
- Audit committee expertise: Kindler qualifies as an “audit committee financial expert” and is “financially sophisticated” under Nasdaq rules .
- Attendance and engagement: Board met 11 times in 2024; each director except Cesar Alvarez attended at least 75% of combined Board/committee meetings; independent directors meet in executive session at least quarterly .
- Committee activity levels: Audit met 4 times in 2024; Compensation met 2 times; Nominating & Governance met 1 time .
- Say-on-pay support: 2025 advisory vote received 175,928,061 For, 3,683,746 Against, 419,978 Abstain (broker non-votes 49,304,662); strong support indicates shareholder confidence in compensation oversight .
- Governance policies: Anti-hedging (no short sales, publicly traded options, or hedging for directors/officers); clawback policy adopted Jun 8, 2023 compliant with Exchange Act §10D/Nasdaq 5608 .
- Ownership guidelines: Non-employee directors must hold equity equal to at least 5x annual cash retainer; as of Dec 31, 2024, all non-employee directors were either in compliance or on track within five years .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board retainer (base policy) | $50,000 | Directors may elect stock in lieu of cash; paid in advance |
| Committee Chair additional retainer | $12,500 | Audit chair; policy rate |
| Committee member additional retainer | $6,500 | Compensation committee member; policy rate |
| Fees earned or paid in cash (2024 actual) | $69,000 | Kindler elected stock in lieu for annual retainers |
| Shares received in lieu of cash (2024) | 48,251 | Common stock issued for retainers |
Performance Compensation
| Component | Grant Value (2024) | Vesting / Terms | Outstanding at 12/31/2024 |
|---|---|---|---|
| Annual RSU grant | $125,000 | Vests in full 1 year from grant, continued Board service | 87,412 RSUs |
| Annual option grant | $125,000 | Fully vested at grant; strike at fair market value on grant date | 531,079 options |
| Initial appointment RSUs (policy) | $180,000 | Vest in full at 1 year from appointment | N/A to 2024 grants |
| Initial appointment options (policy) | $180,000 | 25% vest annually over 4 years | N/A to 2024 grants |
Compensation committee’s 2024 company performance framework (context for oversight): objectives weighted 70% on PRGN‑2012 BLA submission/commercial build‑out and 10% on clinical/financial goals; individual performance 20% (except CEO). Achievements included PRGN‑2012 BLA submission (accepted; PDUFA Aug 27, 2025), commercial team build‑out, PRGN‑3006 Phase 1b enrollment completion, PRGN‑2009 reprioritization, and 2024 capital raises; committee assessed operational and clinical/financial performance at 100% of target .
Other Directorships & Interlocks
| Company | Relationship to PGEN | Interlock/Conflict Note |
|---|---|---|
| Lupin Inc. | Pharma; independent of PGEN | Kindler is a Lupin director; fellow PGEN director Vinita Gupta has Lupin leadership background; no related-party transactions disclosed by PGEN |
| Perrigo | OTC pharma; independent of PGEN | No PGEN-related transactions disclosed |
| Terns Pharmaceutical | Clinical-stage biotech; independent | No PGEN-related transactions disclosed |
Expertise & Qualifications
- Deep operating and governance experience as Pfizer CEO, GE legal leadership, McDonald’s GC, and current Centrexion CEO; capital markets and private equity advisory via Blackstone .
- SEC-designated audit committee financial expert and Nasdaq “financially sophisticated” .
- Legal, regulatory, strategy, and M&A credentials; BA Tufts; JD Harvard Law School .
Equity Ownership
| Holder | Outstanding Shares | Rights to Acquire Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jeffrey B. Kindler | 520,430 | 599,008 | 1,119,438 | <1% |
Additional equity detail:
- RSUs and options outstanding at Dec 31, 2024: 87,412 RSUs; 531,079 options .
- Stock ownership guidelines: 5x annual cash retainer; directors in compliance or on track as of Dec 31, 2024 .
- Anti‑hedging policy: prohibits short sales, publicly traded options, or hedging of Company securities .
Governance Assessment
- Strengths: Independent status; audit chair with “financial expert” designation; robust anti-hedging and clawback policies; directors electing stock for retainers (48,251 shares for Kindler in 2024) indicating alignment; strong say‑on‑pay support in 2025; formal stock ownership guidelines (5x retainer) with compliance/on‑track status .
- Compensation mix: Balanced cash fees plus time‑vested RSUs and fully vested options at fair market value; policy guardrails include no option repricing without shareholder approval and annual non‑employee director compensation cap ($750,000; $1,000,000 in first year) .
- Attendance: Board held 11 meetings; Kindler met the minimum threshold (≥75%) along with all but one director; independent directors meet in executive session at least quarterly (supports board independence) .
- Potential red flags: External board at Lupin coincides with another PGEN director’s Lupin leadership background—monitor for information flow or conflicts, though PGEN discloses a related‑party transactions policy and does not report any Kindler‑related transactions; overall board concentration of control via Executive Chairman RJ Kirk (39.7% beneficial ownership) is a broader governance context, not specific to Kindler .
- Signals for investors: Ongoing equity awards and share retainer elections demonstrate “skin‑in‑the‑game”; audit committee activity (4 meetings; oversight of Deloitte independence/internal controls) supports financial reporting integrity under Kindler’s chairmanship .