Steven Frank
PRECIGENAbout Steven Frank
Steven Frank, age 65, has served as an independent director of Precigen, Inc. (PGEN) since February 2008. He is Chairman of Global Healthcare Investment Banking at J.P. Morgan Securities LLC, and joined the board of BioCryst Pharmaceuticals, Inc. in May 2025. He holds a B.S. from Illinois State University and an MBA from the University of Chicago . The Board has affirmatively determined he is independent, notwithstanding J.P. Morgan’s prior role as an underwriter, given his non-participation and lack of material benefit from that engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Stearns | Head, Worldwide Health Care Investment Banking | ~1993–2008 | Led/played major roles in hundreds of M&A and financing transactions across pharma, medical devices, biotech |
| State Farm Insurance Company | Institutional Investor focused on life-sciences | ~1983–1993 | Managed a multibillion-dollar life-sciences portfolio |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Securities LLC | Chairman, Global Healthcare Investment Banking | 2008–Present | Strategic healthcare capital markets and advisory leadership |
| BioCryst Pharmaceuticals, Inc. | Director | May 2025–Present | Board member |
| Frost Museum of Science | Executive Board | Since June 2020 | Executive Board member |
Board Governance
- Committee assignments and chair roles
- Not listed as a member of the Audit Committee, Compensation and Human Capital Management Committee, or Nominating and Governance Committee; no committee chair roles disclosed .
- Independence status
- Board determined Frank is independent. It considered his employment at J.P. Morgan (representative of underwriters for a January 2023 equity offering) and concluded the relationship is not material; he did not participate in those services, does not materially benefit, and his compensation is not based on such services .
- Attendance and engagement
- The Board met 11 times in 2024; each director except Cesar Alvarez attended at least 75% of the combined Board and committee meetings during their service period; all directors at the time attended the 2024 Annual Meeting .
- Years of service on PGEN board: Since 2008 .
- Shareholder support (2025 election)
- Votes for Steven Frank: For 173,794,818; Against 5,102,748; Abstain 1,134,219; Broker non-votes 49,304,662 .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer | $50,000 | Under the policy, non-employee directors may elect shares in lieu of cash; in 2024, all directors elected to receive retainers in common stock . |
| Committee Membership Fees | $0 | Not listed on Audit, Compensation, or Nominating and Governance committees . |
| Committee Chair Fees | $0 | No chair roles disclosed . |
| Meeting Fees | Not disclosed | No per-meeting fees disclosed . |
| Shares Received In Lieu of Retainer | 34,965 shares | Shares received for 2024 retainer in lieu of cash . |
Notes:
- Annual retainers are payable in advance; directors may elect shares in lieu of cash .
- Equity ownership guidelines require non-employee directors to hold stock equal to 5x annual cash retainer within five years; as of Dec 31, 2024, each non-employee director was in compliance or on track .
Performance Compensation
| Equity Component | 2024 Grant Value | Structure / Vesting | 2024 Outstanding Awards (12/31/2024) |
|---|---|---|---|
| RSUs (Annual) | $125,000 | RSUs vest in full one year after grant, subject to continued service . | 87,412 RSUs |
| Stock Options (Annual) | $125,000 | Options are granted at FMV and are fully vested at grant for annual awards . | 531,079 options outstanding |
| Total Director Equity for 2024 | $250,000 | Balanced RSU + Option mix . | See breakdown above |
Recent equity transactions (Form 4):
- 2024-03-14: Awarded 34,965 common shares (retainer shares, $1.43); 101,626 options; 87,412 RSUs; RSU settlement on 2024-03-09 of 106,837 units into common stock .
- 2025-03-13/14: Awarded 28,735 common shares ($1.74); 83,517 options; 71,839 RSUs; RSU settlement of 87,412 units into common stock .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| BioCryst Pharmaceuticals, Inc. | Director (since May 2025) | None disclosed with PGEN’s customers/suppliers; standard outside public board . |
| J.P. Morgan Securities LLC | Chairman, Global Healthcare IB | J.P. Morgan underwrote PGEN’s January 2023 offering; Board deemed Frank independent due to non-participation and lack of material benefit . |
Expertise & Qualifications
- Deep healthcare finance and M&A experience; led or played roles in hundreds of transactions across pharma, medical devices, and biotech .
- Institutional investment background overseeing a multibillion-dollar life-sciences portfolio .
- Education: B.S. (Illinois State University), MBA (University of Chicago) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Owned (Outstanding) | 1,140,307 |
| Right to Acquire (Options/RSUs vesting within 60 days) | 599,008 |
| Total Beneficial Ownership | 1,739,315 shares (<1% of outstanding) |
| Director Ownership Guideline | 5x annual cash retainer; all non-employee directors in compliance or on track as of 12/31/2024 |
| Hedging Policy | Hedging of Company stock not permitted |
Insider Trades (2024–2025)
Note: No open-market purchases (P) or sales (S) disclosed in 2024–2025; activity consists of equity awards and RSU settlements under the director compensation program (more current than proxy disclosures) .
Director Compensation Policy Reference Points
- Annual Retainers: Board Chair $100,000; Other Board Members $50,000; Committee Chair $12,500; Committee Member $6,500 .
- Annual Equity: Options with grant-date value $125,000 (fully vested at grant); RSUs with value $125,000 (vest in one year) .
- All directors elected to receive all retainer fees in common stock for 2024; Frank received 34,965 shares .
Related Party / Conflict Considerations
- J.P. Morgan engagement (Underwriter, Jan 2023): The Board considered Frank’s employment at J.P. Morgan when assessing independence; determined the relationship not material and not impairing independence given his non-participation and lack of material benefit .
- Concentrated ownership and affiliated transactions context: RJ Kirk and affiliates beneficially owned 39.7% as of March 31, 2025 . Shareholders approved increasing authorized shares and PIK dividend treatment for Kirk’s preferred shares/warrants in June 2025, which can be dilutive; these matters were subject to shareholder votes and Board recommendations (Kirk abstained on his item) . While not specific to Frank, such dynamics can influence overall governance posture.
Governance Assessment
- Strengths
- Independence affirmed despite potential banking relationships; explicit Board analysis and conclusion .
- Relevant expertise in healthcare finance and M&A; enhances Board capital markets acumen .
- Attendance at/above 75% threshold; Board engaged (11 meetings in 2024) .
- Strong shareholder support in 2025 director election (173.8M For vs 5.1M Against) .
- Pay structure aligns with shareholders: substantial equity component; retainer taken in stock; ownership guideline of 5x cash retainer with compliance/on-track status .
- No open-market selling by Frank in 2024–2025; activity limited to awards/settlements .
- Watch items / potential risks
- Optics risk from employer affiliation (J.P. Morgan) if future PGEN capital markets transactions involve the firm, even though independence is reaffirmed; continued disclosure and recusals where appropriate mitigate this .
- Broader governance context includes a large insider shareholder (RJ Kirk) and dilutive preferred stock/warrants structures approved by shareholders; heightens importance of strong independent oversight (including by Frank) .
Appendix: Key Reference Tables (Proxy Extracts)
- 2024 Non-Employee Director Compensation (Frank): Fees $50,000; Stock Awards $125,000; Option Awards $125,000; Total $300,000 .
- Frank’s Outstanding Equity (12/31/2024): 87,412 RSUs; 531,079 options .
- Beneficial Ownership (as of 3/31/2025): 1,140,307 shares outstanding + 599,008 rights to acquire; total 1,739,315 (<1%) .