Randal Kirk
PRECIGENAbout Randal J. Kirk
Randal J. Kirk (age 71) is Executive Chairman of Precigen’s Board, serving as Executive Chairman since January 2020, Chairman since 2008, and CEO from 2009–2019. He founded and leads Third Security, an investment firm, and previously founded New River Pharmaceuticals; he holds a B.A. in Business (Radford University) and J.D. (University of Virginia) . He is not independent under PGEN’s standards (only Mr. Kirk and the CEO are non‑independent) . Tenure on PGEN’s Board since 2008 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precigen (PGEN) | CEO; Chairman; Executive Chairman | CEO 2009–2019; Chairman 2008–2019; Executive Chairman 2020–present | Leads Board agendas, chairs meetings, liaison to management; strategy oversight . |
| Third Security, LLC | Chairman & Senior Managing Director | 1999–present | Strategic investor/operator; biotech focus . |
| New River Pharmaceuticals | Founder; Chairman; President & CEO | 1996; CEO 2001–2007 | Built and exited to Shire; biotech operator credentials . |
| Scios, Inc. | Director | 2000–2002 | Board oversight pre-acquisition (J&J) . |
| Halozyme Therapeutics (HALO) | Director | 2007–2018 | Public biotech board experience . |
| ZIOPHARM Oncology (ZIOP) | Director | 2011–2018 | Public biotech board experience . |
| Clinical Data, Inc. | Director; Chairman | 2002–2011; Chair 2004–2011 | Led during sale to Forest Labs . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edward Via College of Osteopathic Medicine | Director | 2015–present | Academic board service . |
| Third Security, LLC | Chairman & Senior Managing Director | 1999–present | Principal investment platform . |
Board Governance
- Independence and role: Mr. Kirk is Executive Chairman and not independent; all three standing committees are fully independent .
- Committee assignments: Mr. Kirk is not listed on Audit, Compensation, or Nominating & Governance committees .
- Board leadership: CEO and Chair roles are separated; Executive Chairman responsibilities include agenda setting with the Lead Independent Director, chairing meetings, and serving as liaison to management .
- Lead Independent Director: James Turley; responsibilities include executive session leadership, agenda setting with the Chair, and CEO feedback .
- Attendance: The Board met 11 times in 2024; all directors except Cesar Alvarez met the ≥75% attendance threshold; independent directors meet in executive session at least quarterly .
- Code and policies: Anti‑hedging policy; related‑party transaction policy overseen by Audit Committee; director equity ownership guidelines (5x cash retainer) with compliance “met or on track” as of 12/31/24 .
Fixed Compensation
| Component | Policy/Amount | Randal J. Kirk (2024) | Detail |
|---|---|---|---|
| Annual Board Chair retainer (cash) | $100,000 | $100,000 | Paid in stock at director’s election; all directors elected stock in 2024 . |
| Committee retainers | Member: $6,500; Chair: $12,500 | N/A | Mr. Kirk is not on committees . |
| Meeting fees | None disclosed | — | Not part of policy . |
| Stock received in lieu of cash fee | Option to receive shares instead of cash | 69,930 shares | Shares received for 2024 retainer . |
Director compensation structure (policy):
- Annual equity: Options (grant-date value $125,000; fully vested at grant) and RSUs ($125,000; vest in 1 year) .
- Initial appointment equity: Options $180,000 (4-year vest, 25% annually); RSUs $180,000 (1-year vest) .
- Director pay cap: Max $750,000 per non-employee director per year ($1,000,000 in first year) .
Performance Compensation
| Equity Award | 2024 Grant Value | Vesting/Terms | Outstanding at 12/31/24 |
|---|---|---|---|
| Stock Awards (RSUs) | $250,000 | Annual RSUs vest in full after 1 year | 174,825 RSUs outstanding (Mr. Kirk) . |
| Option Awards | $250,000 | Annual options fully vested at grant; strike = FMV | 739,478 options outstanding (Mr. Kirk) . |
- Director equity is time-based; no performance metrics apply to director equity; options priced at fair market value; repricing prohibited without shareholder approval .
Other Directorships & Interlocks
| Company/Institution | Public? | Role | Dates |
|---|---|---|---|
| Halozyme Therapeutics (HALO) | Yes | Director | 2007–2018 . |
| ZIOPHARM Oncology (ZIOP) | Yes | Director | 2011–2018 . |
| Clinical Data, Inc. | Was public | Director; Chairman | 2002–2011; Chair 2004–2011 . |
| Scios, Inc. | Was public | Director | 2000–2002 . |
| Edward Via College of Osteopathic Medicine | No | Director | 2015–present . |
No current public company directorships disclosed beyond PGEN .
Expertise & Qualifications
- Founder/operator and investor across biotech; extensive M&A, capital formation, and strategic leadership experience via Third Security and prior public boards .
- Legal training (J.D.) and prior CEO experience at multiple companies support governance and strategic oversight .
Equity Ownership
| Holder | Shares Outstanding Beneficially Owned | Right to Acquire within 60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| RJ Kirk and Affiliates | 116,337,175 | 906,512 | 117,243,687 | 39.7% |
| Notes | — | — | Includes multiple controlled entities (e.g., R.J. Kirk Declaration of Trust 64,779,510; Third Security 6,085,471; Sunset 2020, LLC 16,406,828; Kapital Joe, LLC 13,520,789; MGK/JPK series entities, etc.) and 1,144,481 shares held by spouse | — |
| As of | March 31, 2025 | — | — | — |
| Citations: . |
Ownership alignment policies:
- Director ownership guideline: ≥5x annual cash retainer; compliance met or on track as of 12/31/24 .
- Anti-hedging policy in place; pledging policy not explicitly disclosed; insider trading policy on file .
Insider Transactions (2014–2025 highlights)
| Date | Instrument | Counterparty | Amount/Terms | Notes |
|---|---|---|---|---|
| Aug 2024 | Common stock (underwritten offering) | R.J. Kirk Trust | 23.5M shares at $0.85; ~$19.99M | Insider participation in offering . |
| Dec 2024 | Series A Convertible Preferred + Warrants (private placement) | R.J. Kirk Trust | 25,000 preferred shares at $1,000 each ($25.0M) and 16.67M warrants at $0.75 | Insider-led financing . |
| 2025 Proxy Proposal 3 | PIK Dividends on Series A (equity compensation under Nasdaq 5635(c)) | Randal J. Kirk | Company seeking shareholder approval to allow PIK dividends to Mr. Kirk on same terms as other investors; estimated additional 4,256 preferred shares and 2,837,334 warrants if approved | Mr. Kirk abstained from board recommendation; majority vote required . |
Compensation Mix (Director; 2024 actual)
| Name | Fees Earned (Cash-equivalent) | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| Randal J. Kirk | $100,000 | $250,000 | $250,000 | $600,000 |
| Shares in lieu of cash | 69,930 shares | — | — | — |
| Citations: . |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: 96.3% approval; committee noted no significant changes to programs in response; annual say‑on‑pay cadence .
Compensation Committee Process (context)
- Committee fully independent; retains Aon as independent consultant (since 2021); conducts risk assessment and maintains anti‑hedging and clawback policies .
Related‑Party Transactions and Potential Conflicts
- Insider financings: Significant insider participation in Aug 2024 offering (~$19.99M) and Dec 2024 preferred + warrants ($25.0M) by R.J. Kirk Trust .
- 2025 Proposal 3: Shareholder approval sought to allow PIK dividends to Mr. Kirk under Nasdaq Rule 5635(c); Mr. Kirk abstained from the board recommendation .
- Dilution/anti‑takeover risk: Proxy warns future conversions/exercises may materially dilute existing holders; additional authorized shares may incidentally deter takeovers .
- Change‑in‑control carve‑out: Equity plans exclude accumulations/transactions that result in >50% voting power by Mr. Kirk or related entities from triggering a “Change in Control” in the 2013 Plan—governance sensitivity given control position .
Governance Assessment
-
Strengths
- Deep biotech operating and capital markets experience; long-tenured strategic leadership as Executive Chairman .
- Strong ownership alignment (39.7% beneficial ownership) and director ownership guidelines; anti‑hedging and clawback policies .
- Independent committee structure with a robust Lead Independent Director role; regular executive sessions; board met 11x in 2024 .
- High say‑on‑pay support (96.3% in 2024) .
-
Risk indicators / RED FLAGS
- Control shareholder status (39.7% beneficial ownership) and non‑independent Executive Chairman role could concentrate influence over strategic and governance outcomes .
- Related‑party financings and special approval sought to deliver PIK dividends to Mr. Kirk (Nasdaq 5635(c)) underscore conflict potential and dilution risk; board acknowledges potential anti‑takeover effects of increased authorized shares .
- Change‑in‑control carve‑out for accumulations by Mr. Kirk and affiliates reduces protective triggers in scenarios involving increased insider control .
-
Board effectiveness signals
- Clear separation of Chair/CEO roles; defined Executive Chairman and Lead Independent responsibilities; independent committees .
- Attendance broadly satisfactory (≥75% threshold met by all except one director) .
Overall, Mr. Kirk’s significant financial commitment to PGEN and strategic leadership are positive for alignment and continuity, but concentrated ownership, related‑party financing structures, and CIC carve‑outs require close investor scrutiny for potential entrenchment and dilution risks .