Linda Kozick
RAPT TherapeuticsAbout Linda Kozick
Linda Kozick, age 67, is a Class II independent director at RAPT Therapeutics who has served on the Board since December 2016; she holds an MBA from Chapman University, an MS in Molecular Immunology, and a BS in Medical Technology from SUNY Upstate Medical University, and previously led Immuno‑Oncology product and portfolio strategy (Opdivo/Yervoy life‑cycle management) at Bristol‑Myers Squibb from January 2011 to July 2015 . In 2024 she attended 74% of Board and committee meetings (below the 75% threshold), and the Board has affirmed her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb (NYSE: BMY) | Head of Immuno‑Oncology; Oncology Product & Portfolio Strategy; Opdivo & Yervoy LCM | Jan 2011 – Jul 2015 | Led life‑cycle management strategy for flagship immuno‑oncology assets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Portage Biotech (Nasdaq: PRTG) | Independent Director | Disclosed as current in 2023–2024 | Immuno‑oncology company; board role disclosed in RAPT 2023/2024 proxies |
| Artiva Biotherapeutics (private) | Director | Disclosed as current in 2024 | Private immunotherapy company |
Board Governance
- Committee assignments (as of March 25, 2025): Audit Committee member; Nominating & Corporate Governance Committee chair; expected post‑Annual Meeting: Audit Committee to include Kozick and Lyons‑Williams; Nominating Committee to consist of Kozick (chair) and Giordano .
- Independence: Board determined Kozick is independent under Nasdaq rules; committee members meet applicable Nasdaq/SEC independence standards .
- Attendance: Board met 17 times in 2024; Kozick attended 74% of Board/committee meetings (below the company’s 75% disclosure threshold) — a governance red flag for engagement .
- Board leadership: Chair role separated from CEO; Lori Lyons‑Williams is Chair (since Jan 2025) and Brian Wong is CEO; committees oversee risk (Audit: financial/cyber; Compensation: pay risk; Nominating: governance/Board composition) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Reviews related‑party transactions, oversees financial reporting/cyber; Chair: Mary Ann Gray |
| Nominating & Corporate Governance | Chair | 1 | Oversees director nominations, governance guidelines, Board evaluations; remains chair post‑meeting |
| Compensation | None | 8 | Committee chaired by Giordano; independent consultant; independent-only membership |
Fixed Compensation
| Year | Annual Cash Retainer (Board) | Committee Chair Fees | Committee Member Fees | Chair of Board Add’l Cash | Kozick Fees Earned (Cash) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $40,000 | Audit $25,000; Comp $15,000; Nominating $10,000 | Audit $12,500; Comp $7,500; Nominating $5,000 | $30,000 | $49,500 | Kozick was Nominating chair; cash fees paid quarterly |
| 2023 | $40,000 | Audit $25,000; Comp $12,000; Nominating $8,000 | Audit $12,500; Comp $6,000; Nominating $4,000 | $30,000 | $48,000 | Policy amended May 15, 2023 to raise Comp fees |
Performance Compensation
- Non‑Employee Director equity policy: Initial option grant FV $400,000 (30‑day average stock price basis), vesting in three equal annual installments; annual option grant FV $200,000 at each Annual Meeting, vesting monthly; exercise price at 100% of FMV; 10‑year term; change‑in‑control provides full acceleration immediately prior to effectiveness .
- Directors may elect to receive cash retainers in options granted in late March; vest quarterly within the fiscal year .
| Element | Grant Basis | Vesting | Strike/Term | CIC Treatment |
|---|---|---|---|---|
| Initial Director Option | $400,000 FV (30‑day avg price) | 3 equal annual installments | FMV at grant; 10‑yr term | Full acceleration pre‑CIC |
| Annual Director Option | $200,000 FV (30‑day avg) | Monthly installments | FMV at grant; 10‑yr term | Full acceleration pre‑CIC |
| Cash in‑Lieu Option Election | Annual cash fees converted to options; auto grant late March | 25% vest each quarter of fiscal year | FMV at grant; 10‑yr term | Standard plan terms |
| Year | Kozick Option Awards (Grant‑Date FV) | Total Director Compensation |
|---|---|---|
| 2024 | $142,419 | $191,919 |
| 2023 | $212,776 | $260,776 |
No director performance metrics (TSR/revenue/ESG) are disclosed for non‑employee director compensation; equity is time‑vested per policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Portage Biotech (PRTG) | Independent Director | Same sector (immuno‑oncology) as RAPT; no related‑party transactions disclosed involving Kozick |
| Artiva Biotherapeutics (private) | Director | Private immunotherapy; no RAPT related‑party transactions disclosed involving Kozick |
| Bristol‑Myers Squibb (prior employer) | Senior role (2011‑2015) | Another director (Giordano) is ex‑BMY; network ties noted, but independence affirmed by RAPT |
Expertise & Qualifications
- Immuno‑oncology leadership for major assets (Opdivo/Yervoy), portfolio and life‑cycle strategy experience .
- Advanced technical education (MS Molecular Immunology) and MBA; Board views her technical training and biopharma experience as qualification .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Composition | Notes |
|---|---|---|---|---|
| Linda Kozick | 116,595 | <1% | 116,595 shares issuable pursuant to options exercisable within 60 days | Based on 132,006,828 shares outstanding on March 25, 2025 |
As of Dec 31, 2024, directors held only options (no unvested stock awards other than options); Kozick’s beneficial ownership consists entirely of near‑term exercisable options .
- Hedging/pledging prohibited: Insider trading policy bans short selling and pledging; trades require pre‑clearance, reducing alignment risk from collateral pledges .
Governance Assessment
- Strengths:
- Independent director with deep immuno‑oncology commercialization and portfolio strategy expertise; chairs Nominating & Corporate Governance (controls Board evaluations, composition, and governance policies) .
- Serves on Audit Committee; committee charter covers related‑party review, cyber risk oversight, and internal control supervision .
- Board confirms independence under Nasdaq rules; committees populated by independent directors .
- Weaknesses / RED FLAGS:
- Attendance shortfall: 74% participation in 2024 versus typical 75% threshold; raises questions on engagement and oversight bandwidth .
- Low “skin‑in‑the‑game”: Beneficial ownership is entirely options exercisable within 60 days; no disclosed direct share ownership, which may signal weaker long‑term alignment (mitigated by equity grant structure) .
- Conflicts/Related‑party:
- No related‑party transactions disclosed involving Kozick; Audit Committee reviews such transactions under a formal policy .
- Compensation structure:
- Pay is standard for small‑cap biotech: $40k Board retainer plus committee fees; equity via time‑vested options; no director performance metrics or meeting fees; option terms include full CIC acceleration (common, but investors should monitor for potential windfalls) .
Recommendations for investors:
- Monitor 2025–2026 attendance and committee workloads, given dual roles (Audit member; Nominating chair) .
- Track director equity grants under the 2025 Plan and any elections to take cash in options, ensuring dilution and pay are within disclosed director caps ($750k annual; $1,000k initial year) .