Keow Lin Goh
About Keow Lin Goh
Dr. Keow Lin Goh, age 53, is a Class II independent director of Tevogen Bio Holdings Inc. (TVGN), serving since February 2024; her current term runs through the 2026 annual meeting . She is a Partner at Tapestry Networks (since 2009) focused on global healthcare policy; previously Senior Project Leader at Boston Consulting Group (2003–2009), advising biotech/pharma on product development, R&D restructuring, post-merger synergies, and regulatory issues . The Board has affirmatively determined she is independent under Nasdaq rules; she holds no other current public company directorships and is not assigned to any Board committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group | Senior Project Leader | 2003–2009 | Worked with senior biotech/pharma executives on product development, R&D restructuring, operational change, post-merger synergies, and regulatory issues |
| Tevogen Bio Inc. (pre-SPAC) | Director | Aug 2022–Feb 2024 | Board service prior to business combination; no committee roles disclosed |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Tapestry Networks | Partner | 2009–Present | Brings together leaders to facilitate economic, social, and organizational change; focus on global healthcare policy to improve patient outcomes |
| Other public company boards | — | — | None; “0” current public company directorships |
Board Governance
- Committee assignments: Not a member of the Audit Committee; the only standing committee is Audit (members: Victor Sordillo—Chair, Jeffrey Feike, Susan Podlogar) .
- Committee chair roles: None .
- Independence: Board determined Dr. Goh (and four other directors) are independent under Nasdaq rules; no family relationships with executive officers .
- Tenure/Classification: Class II director; term expires at the 2026 annual meeting .
- Attendance/Engagement: In 2024 the Board met three times; each director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: CEO (Dr. Saadi) is Chairperson; no Lead Independent Director given company size and complexity .
- Executive sessions: Independent directors meet regularly in executive sessions without officers/non-independent directors .
- Controlled company: Tevogen is a “controlled company” under Nasdaq as Dr. Saadi holds >50% voting power; the company disbanded its compensation and nominating/governance committees in April 2025 and relies on Board/independent directors for those functions (exemptions available under Nasdaq rules) .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual director cash retainer | Not disclosed in proxy | Director compensation table for 2024 shows only stock awards; no cash line-items . |
| Committee membership fees | N/A (not on any committee) | Audit Committee membership excludes Dr. Goh . |
| Committee chair fees | N/A | Not a committee chair . |
| Meeting fees | Not disclosed | No per-meeting fees disclosed in proxy . |
Performance Compensation
| Equity Award | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Director RSU grant | Dec 21, 2024 | 240,000 | 239,040 | Vests ratably in four equal annual installments beginning Jan 1, 2025, subject to continued service |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Explicit performance metrics (e.g., revenue, EBITDA, TSR, ESG) | None disclosed; RSUs are time-based |
| Options/Option-like Awards | Status |
|---|---|
| Stock options to directors | None disclosed; company states it has never granted option-like awards and has no formal timing policy for such grants |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None; “0” |
| Prior public company boards | Not disclosed in proxy |
| Interlocks with competitors/suppliers/customers | Not disclosed in proxy |
| Non-profit/academic/private boards | Not disclosed for Dr. Goh (other directors disclosed separately) |
Expertise & Qualifications
- Healthcare strategy and policy expertise from Tapestry Networks, engaging multi-sector leaders on system-level improvements in patient outcomes .
- Biotech/pharma advisory background at BCG across product development and R&D/organizational transformation, including post-merger integration and regulatory matters .
- Board experience at Tevogen Bio prior to the business combination (Aug 2022 onward), supporting continuity into public-company governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested but Unsettled RSUs | Unvested RSUs Outstanding |
|---|---|---|---|---|
| Keow Lin Goh | 313,923 | <1% | 60,000 | 240,000 |
- Shares outstanding: 183,893,433 as of April 30, 2025 .
- Anti-hedging/pledging policy: Prohibits hedging, short sales, derivatives, margin accounts, or pledging company stock for directors, officers, and employees .
- Ownership guidelines: Not disclosed in proxy .
Governance Assessment
-
Positive signals:
- Independence affirmed; regular executive sessions of independent directors support oversight integrity .
- Anti-hedging/anti-pledging policy strengthens alignment and mitigates risk of misaligned incentives .
- Attendance at least 75% in 2024 indicates engagement; no attendance concerns disclosed .
- Director equity is time-vested with multi-year horizon, supporting retention and long-term focus; grant fair value disclosed .
-
Risk indicators and red flags:
- Controlled company status with CEO as Chair and no Lead Independent Director reduces counterweights to management; potential governance risk for minority shareholders .
- Compensation and nominating/governance committees were disbanded in April 2025; Board/independent directors perform these functions, which may affect specialized oversight quality and process transparency .
- Extensive related-party transactions involving controlling shareholder and other insiders (e.g., preferred stock, loans, consulting RSUs, facilities agreements) heighten conflict-of-interest risk environment, though none are attributed to Dr. Goh .
- High insider concentration: CEO beneficially owns ~64.41%, reinforcing controlled status and limiting independent board leverage .
-
Committee effectiveness:
- Audit Committee is fully independent and active; however, absence of compensation/nominating committees may constrain best-practice governance processes despite independent director involvement in executive pay decisions .
-
Say-on-pay/Shareholder feedback:
- Not addressed in proxy for directors; executive pay and policies disclosed separately; no director-specific shareholder feedback reported .
-
Insider trading/Section 16:
- Proxy notes one delinquent filer (Ajjarapu) for 2024; no mention of Dr. Goh, and no Form 4 transactions for her are disclosed in the proxy .
Overall: Dr. Goh brings credible healthcare policy and advisory expertise and is independent with acceptable attendance and transparent equity compensation, but operates within a controlled company structure with disbanded key committees and notable related-party activity elsewhere on the board, factors that investors should weigh in evaluating governance quality and potential conflicts .