Kurt Gustafson
XencorAbout Kurt A. Gustafson
Kurt Gustafson is an independent director with over 25 years of corporate finance leadership in biopharma, currently serving as Chief Financial Officer of OmniAb Inc. since March 2022 . He joined Xencor’s board in July 2014 and is age 57, with board tenure of 10 years; he is affirmatively determined independent under Nasdaq rules . His core credentials include CFO roles at Spectrum Pharmaceuticals and Halozyme, senior finance leadership at Amgen (Treasurer, VP Finance, CFO of Amgen International), and degrees in accounting (North Park University) and an MBA from UCLA; he is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Pharmaceuticals, Inc. | Executive Vice President & Chief Financial Officer | Jun 2013 – Mar 2022 | Senior finance leadership at a public biopharma |
| Halozyme Therapeutics, Inc. | Chief Financial Officer | Apr 2009 – Jun 2013 | Led finance for public biopharma |
| Amgen | Treasurer; VP Finance; CFO, Amgen International (Switzerland) | ~1991–2009 (18 years) | Global finance leadership; international CFO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OmniAb Inc. (public) | Chief Financial Officer | Mar 2022 – present | Current executive role; potential time commitment consideration |
Board Governance
- Independence: Board affirmatively determined Gustafson is independent under Nasdaq rules .
- Committee assignments: Audit Committee member and Chair in 2024; designated “audit committee financial expert.” The committee matrix indicates current Audit Chair status; 2024 composition was Gustafson (Chair), Montgomery, Rosa-Bjorkeson .
- Attendance: Board met 5 times in 2024; all directors attended all Board and committee meetings they served on .
- Board leadership: Lead Independent Director is Dr. A. Bruce Montgomery (context for governance balance) .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (USD) | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $50,000 | Included in total | Standard non-employee director retainer |
| Audit Committee Chair retainer (cash) | $20,000 | Included in total | Chair premium per policy |
| Committee member fees (cash) | Audit $10,000; HCMCC $8,500; Nominating $6,500; R&D $7,500 | N/A | Kurt served on Audit; chair premium applied |
| Total cash fees earned (2024) | — | $70,000 | Matches Board + Audit Chair retainers |
Performance Compensation
| Equity Component | Grant Structure | 2024 Grant Value (USD) | 2024 Units | Vesting Schedule |
|---|---|---|---|---|
| Annual options | Equal mix with RSUs | $139,337 | 11,971 options | Monthly over 12 months |
| Annual RSUs | Equal mix with options | $127,562 | 5,986 RSUs | 100% after 12 months |
| Initial director equity (policy) | Options fixed value | $550,000 (policy) | — | 1/3 at 1-year; remainder monthly over 24 months |
| Annual director equity (policy) | Options + RSUs fixed value | $300,000 (policy) | — | Options monthly; RSUs after 12 months |
- Valuation methodology: Equity fair values use Black-Scholes and 60-trading-day trailing average closing price .
- Change-of-control: Director equity vests in full upon change of control per 2023 Plan .
- Repricing: No option repricing without shareholder approval; fixed share reserve, no evergreen .
- Clawbacks: All awards subject to Company clawback policy and Dodd-Frank requirements .
- Tax gross-ups: None on excise taxes; single-trigger cash and equity acceleration not automatic (governance safeguards) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in bio |
- Independence review found no material disqualifying relationships for Gustafson .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; longtime CFO and senior finance executive in biopharma .
- Industry experience: >25 years across Amgen, Halozyme, Spectrum; biopharma operational finance .
- Education: BA in accounting (North Park University); MBA (UCLA) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components |
|---|---|---|---|
| Kurt A. Gustafson | 111,316 | <1% | Beneficial ownership includes options exercisable and RSUs vesting within 60 days |
| Options outstanding (12/31/2024) | — | — | 109,808 options |
| RSUs outstanding (12/31/2024) | — | — | 5,986 RSUs |
- Hedging/pledging: Prohibited for employees and directors (alignment safeguard) .
- Ownership guidelines: Specific director stock ownership guidelines not disclosed in 2025 proxy .
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, Gustafson led oversight of financial reporting; the Audit Committee met 5 times in 2024 with full attendance, supporting active oversight .
- Signals for investor confidence:
- Positive: Independent status; strong attendance; structured director compensation with caps; clawbacks; no excise tax gross-ups; no option repricing; prohibitions on hedging/pledging .
- Cautionary RED FLAG: Company disclosed material weaknesses in internal controls (e.g., accounting treatment for sale of future royalties, tax legislation evaluation, and impairment analysis of an equity investment) leading to restatements and RSM’s recall of 2023 reports; Audit Committee dismissed RSM and appointed KPMG in 2025 with a remediation plan implemented, which places heightened importance on Audit Committee oversight under Gustafson’s leadership .
- Director compensation alignment: Mix of cash and at-risk equity (options/RSUs) with reasonable annual caps ($750k; $1.5m for first-year directors) and time-based vesting; grants sized to peer practices, indicating market-competitive yet controlled dilution .
Compensation Committee Analysis (Context)
- HCMCC uses independent consultant (Aon) and peer group benchmarking; 2024 say-on-pay approval ~95.8% indicates broad investor support for pay practices, indirectly supporting board oversight quality .
- Peer group calibration and periodic reviews of director pay suggest disciplined governance of compensation .
Fixed Compensation (Detail Table – 2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 |
| Annual Board Retainer Policy | $50,000 |
| Audit Committee Chair Retainer Policy | $20,000 |
Performance Compensation (Detail Table – 2024)
| Metric | Options | RSUs |
|---|---|---|
| Grant Date Fair Value ($) | $139,337 | $127,562 |
| 2024 Units Granted | 11,971 | 5,986 |
| Outstanding at 12/31/2024 | 109,808 | 5,986 |
| Vesting Schedule | Monthly over 12 months | Full vest after 12 months |
| Change-of-control Treatment | Full vest on CoC per 2023 Plan | Full vest on CoC per 2023 Plan |
Other Notes on Related Party & Conflicts
- Related-party transactions: None >$120,000 since Jan 1, 2024 (other than standard compensation arrangements); related-person transaction policy requires Audit Committee review and recusals; no transactions identified involving Gustafson .
- Indemnification agreements: Standard director indemnification in place (typical for Delaware corps) .
Summary Implications
- Gustafson’s deep financial leadership and audit expertise bolster board effectiveness, particularly relevant amid internal control remediation and auditor change; continued monitoring of remediation progress is advisable .
- Compensation structure and governance safeguards (caps, clawbacks, no repricing, no hedging/pledging) align director incentives with shareholder interests while limiting governance risk .