Firdaus Jal Dastoor
Xenetic BiosciencesAbout Firdaus Jal Dastoor
Independent director of Xenetic Biosciences since January 2014; age 72. He has served the Cyrus Poonawalla Group since 1981 and is currently Group Director in charge of Finance and Corporate Affairs and Company Secretary of Serum Institute of India Pvt. Ltd. He is a Fellow Member of The Institute of Company Secretaries of India (since 1990) and holds a B.A. in Commerce from the University of Poona .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cyrus Poonawalla Group | Business development and operational roles | Since Oct 1981 | Long-tenured finance, corporate affairs, governance experience across life sciences businesses |
| Xenetic Biosciences (Board) | Director | Since Jan 2014 | Independent director; later chair of Audit and Compensation; Nominating member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Serum Institute of India Pvt. Ltd. (Cyrus Poonawalla Group) | Group Director – Finance & Corporate Affairs; Company Secretary | Current | Senior finance/governance executive |
| Various private companies (life sciences, biotech, international trade, financial services, quality standards) | Board member | Current | Non-public directorships; no specific public-company boards disclosed |
Board Governance
- Independence: Board determined Mr. Dastoor is independent under Nasdaq rules; he served as an independent director during FY 2024 .
- Committee leadership and expertise:
- Audit Committee Chair (since Dec 11, 2024); designated Audit Committee Financial Expert by the Board .
- Compensation Committee Chair (since Dec 11, 2024) .
- Nominating & Corporate Governance Committee member (since Dec 11, 2024) .
- Current committee compositions (post-Dec 11, 2024): Audit (Dastoor, chair; Borisenko; Vinogradov) ; Compensation (Dastoor, chair; Vinogradov) ; Nominating (Kornberg, chair; Dastoor) .
- Attendance: Board met 8 times in FY 2024; each current Board member attended at least 75% of Board/committee meetings except Dr. Kornberg (52%)—indicates Dastoor met or exceeded 75% .
- Anti-hedging/pledging: Company prohibits hedging/pledging; all directors compliant; no pledged securities .
- Board structure: Independent Chair role previously (through Dec 11, 2024); Board currently chaired by Dmitry Genkin; CEO role separated from Chair .
Fixed Compensation
| Component | Amount/Policy | Period/Effective Date |
|---|---|---|
| Annual cash retainer (non-employee independent directors) | $43,000 (paid quarterly) | Policy current as of 2025 proxy |
| Director fees actually paid to Dastoor | $43,000 | FY 2024 |
| Meeting fees | None disclosed | — |
| Reimbursements | Usual and customary expenses reimbursed | Policy |
Performance Compensation
| Instrument | Grant date | Grant size | Exercise price | Vesting | Expiration | Accounting FV |
|---|---|---|---|---|---|---|
| Stock options (annual grant) | Dec 11, 2024 | 2,500 options | $4.24 | 100% on 12-month anniversary | Dec 11, 2034 | N/A in Form 4; aggregate 2024 option award value $8,721 (director table) |
| Option awards – value recognized (2024) | — | — | — | — | — | $8,721 (for each of Borisenko, Dastoor, Kornberg, Vinogradov) |
Notes:
- Policy: Upon appointment, option to acquire 2,500 shares; additional option to acquire 2,500 shares each year on annual meeting date .
- Outstanding options (as of 12/31/2024) for Dastoor: 15,796 options .
- Insider Form 4: 12/11/2024 grant of 2,500 options at $4.24; vests 100% at 12 months; expires 12/11/2034 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee roles | Potential interlock/conflict relevance |
|---|---|---|---|---|
| Serum Institute of India Pvt. Ltd. | Private | Group Director Finance & Corporate Affairs; Company Secretary | N/A | No related-party transactions with Xenetic disclosed involving Dastoor - |
| Several private companies (life sciences, biotech, international trade, financial services, quality standards) | Private | Director | N/A | Non-public; no Xenetic related-party ties disclosed |
No other current public company directorships are disclosed for Dastoor in XBIO’s proxy - .
Expertise & Qualifications
- Finance and corporate governance: Group Director Finance & Corporate Affairs at Serum Institute; Fellow Member of ICSI (since 1990) .
- Audit expertise: Board-designated Audit Committee Financial Expert .
- Education: B.A. in Commerce, University of Poona .
- Board experience: Long-tenured independent director at XBIO since 2014 .
Equity Ownership
| Holder | Total beneficial ownership (shares) | Composition | % of outstanding | Pledged? |
|---|---|---|---|---|
| Firdaus Jal Dastoor | 15,417 | Options exercisable within 60 days of Oct 15, 2025 | <1% | No; company policy bans pledging and all directors compliant |
Additional context:
- Section 16 compliance: All required filings complied with in 2024 for directors and >10% holders, except Genkin’s initial Form 3 pending; no issues noted for Dastoor .
Insider Trades (Section 16)
| Date | Type | Security | Quantity | Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|---|
| Dec 11, 2024 | Grant (Form 4) | Stock options | 2,500 | $4.24 | 100% after 12 months | Dec 11, 2034 | Annual director grant |
Governance Assessment
-
Positives (confidence signals)
- Independent director with >10 years of service; designated Audit Committee Financial Expert; chairs both Audit and Compensation—key oversight roles .
- Board affirms independence; no Dastoor-related party transactions disclosed; company enforces anti-hedging/pledging with full compliance and no pledges - .
- Attendance at or above 75% threshold for FY 2024 meetings (Board/committees) .
- Director pay is modest (cash retainer + small annual option grant), aligning with small-cap norms; no meeting fees or unusual perquisites disclosed .
-
Watch items / potential risks
- Ownership alignment is limited in absolute terms (15,417 options beneficially owned; <1% of outstanding shares; no direct common shares disclosed), though XBIO’s small float and policy against pledging mitigate some risk .
- Concentration of committee chair roles (Audit and Compensation) in one director can raise workload/continuity risk; ensure continued depth on committees (current two-member comp and nominating committees) .
-
No red flags identified
- No legal proceedings disclosed for directors; no Dastoor-linked related party transactions; no evidence of hedging/pledging; Section 16 compliance noted (exception pertains to another director) - .
Committee Snapshot (FY 2024 context and current)
| Committee | Role (current) | Members (current) | FY 2024 meetings |
|---|---|---|---|
| Audit | Chair (Dastoor) | Dastoor (Chair), Borisenko, Vinogradov | 7 |
| Compensation | Chair (Dastoor) | Dastoor (Chair), Vinogradov | 5 |
| Nominating & Corporate Governance | Member (Dastoor) | Kornberg (Chair), Dastoor | 4 |
| All three committees comprised of independent directors; Dastoor qualifies as the audit committee financial expert - . |
Director Compensation Details (FY 2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $43,000 |
| Option awards (grant-date fair value) | $8,721 |
| Total | $51,721 |
| Outstanding option awards (count) | 15,796 (as of 12/31/2024) |
Policy references:
- Annual cash retainer: $43,000; option to acquire 2,500 shares upon appointment and 2,500 annually at annual meeting .
Related-Party and Conflicts Check
- Company disclosed related-party relationships with Pharmsynthez and Peri-Ness (linked to other directors), and a 2025 consulting agreement with the Board Chair; no transactions involving Dastoor disclosed -.
- Board affirmed Dastoor’s independence for purposes of Nasdaq and committee service .
Notes on Say-on-Pay & Shareholder Engagement
- 2025 proxy includes a Say-on-Pay (advisory) proposal; no historical approval percentages disclosed in the document .
Sources
- Xenetic Biosciences, Inc. DEF 14A (Oct 31, 2025) - - -.
- Form 4 (Dec 13, 2024) – 2,500 options at $4.24, vesting 12 months, expiring 12/11/2034 .