Barbara Kosacz
About Barbara Kosacz
Independent director at XOMA since January 2019, age 67, with deep life sciences legal and transaction expertise. Former COO & General Counsel of Kronos Bio and longtime Cooley LLP partner; J.D. from UC Berkeley School of Law and B.A. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kronos Bio, Inc. | Chief Operating Officer & General Counsel | Jul 2020 – Feb 2024 | Senior operating and legal leadership at a public biotech |
| Cooley LLP | Partner | 1996–2001; 2002–2020 | Advised life sciences companies on strategic transactions; widely recognized by Legal 500/Chambers/IAM |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Athira Pharma, Inc. (public) | Director | Current | Chair, Compensation Committee |
| Scripps Research | Director | Current | Board member |
| Arsenal Biosciences, Inc. | Director | Past | Audit committee member |
| Phoenix Biotech Acquisition Corp. | Director | Past | Board member |
| Locust Walk Acquisition Corp. | Director | Past | Board member |
| BIO Emerging Companies’ Section Governing Board | Member | Past | Industry governance role |
| Keck Graduate Institute | Trustee | Past | Board of Trustees |
| Locust Walk Partners | Advisory Board | Past | Advisory board member |
Board Governance
- Independence: Board determined Ms. Kosacz is independent under Nasdaq rules .
- Committee assignments (2024): Member, Nominating & Governance Committee (3 meetings in 2024; Chair: Hernday; members: Kosacz, Limber) .
- Audit & Compensation Committees: Not a member (Audit: Limber Chair; Hernday, Wyszomierski; Compensation: Franklin Chair; Perry, Wyszomierski) .
- Attendance: Board held 8 meetings in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Wyszomierski); independent directors meet in executive session at every regular Board meeting .
- Tenure: Director since January 2019 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | Part of $50,725 cash total | Company policy: $40,000 annual retainer for non-employee directors |
| Committee fees | Included in $50,725 cash total | N&G member fee $6,000; N&G Chair $12,000; Audit Chair $20,000/Member $10,000; Compensation Chair $15,000/Member $7,500; Transaction Committee (effective May 15, 2024) Chair $15,000/Member $7,500; Board Chair/Lead Independent $40,000; no meeting fees |
| Total cash fees (2024) | $50,725 | Disclosed director-specific cash total for 2024 |
Performance Compensation
| Grant/Plan Element | Detail | Vesting/Terms |
|---|---|---|
| Annual equity grant (policy) | $150,000 value; director can elect options, RSUs, or 50/50 split; initial option grant of $250,000 for new directors | Options vest monthly over 1 year; RSUs vest in full after 1 year; annual non-employee director compensation cap $750,000 (cash+equity) |
| 2024 equity awarded to B. Kosacz | Option awards grant-date fair value $149,559; RSUs $0; Total equity value $149,559 | Ms. Kosacz elected 100% options for 2024 annual grant |
| Awards since May 2023 (2010 Plan) | Stock options granted to B. Kosacz: 20,730 | Company aggregate disclosure since May 2023 plan restatement |
| Equity plan guardrails | No repricing without shareholder approval; no dividends on unvested awards; no liberal share recycling; clawback applies | Awards subject to clawback policy and vesting safeguards |
Other Directorships & Interlocks
- Compensation committee interlocks: None. No XOMA executive served on another company’s board/compensation committee with XOMA directors in the past year; no XOMA compensation committee member was an officer/employee in the prior three years .
- Director/industry networks: As above in External Roles table (potential information flows from Athira, Scripps, prior SPAC/venture roles) .
Expertise & Qualifications
- Transaction and governance expertise: 25+ years advising life sciences companies on licensing, M&A, and strategic combinations; recognized by Legal 500/Chambers/IAM; frequent lecturer on biotech law and deal structures .
- Board-relevant skills: Strategic transactions, legal oversight, compensation governance (chairs Athira’s comp committee), and audit committee experience at Arsenal Biosciences .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 69,125 | <1% of outstanding; consists of options exercisable within 60 days |
| % of shares outstanding | <1% | Based on 11,952,889 shares outstanding as of Mar 31, 2025 |
| Options (exercisable within 60 days) | 69,125 | As disclosed in beneficial ownership footnote |
| RSUs/Unvested shares | 0 | RSUs outstanding at 12/31/2024 for Ms. Kosacz: 0 |
| Hedging/Pledging | Prohibited | Insider trading policy prohibits hedging, short sales, margin, and pledging by directors/officers |
Governance Assessment
- Strengths:
- Independent director with extensive biotech transaction experience and governance credentials; serves on XOMA’s Nominating & Governance Committee, supporting board composition and governance oversight .
- Strong engagement: Board met 8 times in 2024 with ≥75% attendance for all directors; independent chair with executive sessions each regular meeting enhances board independence .
- Clear alignment mechanisms: Annual equity grant; 2024 election of options increases at‑risk exposure; equity awards subject to clawback; no repricing; no dividends on unvested awards .
- No related-party transactions disclosed for 2024/2023; audit committee oversees related-party matters; robust insider trading/anti-hedging policy .
- Watch items:
- Ownership alignment primarily via vested options (69,125 exercisable; no RSUs or disclosed common shares), which can be less durable than outright share ownership from a long-term alignment perspective .
- Board is asking shareholders to approve reincorporation to Nevada and to authorize board-only bylaw amendments—changes some investors view as reducing stockholder rights; as an N&G member, Kosacz will be involved in governance practices around these shifts .
No director-specific red flags (legal proceedings, related-party transactions, hedging/pledging, or compensation interlocks) were disclosed for Ms. Kosacz in the latest proxy .
Notes and Sources
- All role, committee, independence, attendance, and compensation details are from XOMA’s 2025 DEF 14A: director nominees and bios ; board independence, meetings, and committee compositions ; director compensation policy and 2024 director compensation table ; awards granted under the 2010 Plan ; security ownership table ; insider trading/hedging policy ; related-party transactions policy and disclosures .
- Corporate governance proposals for context: reincorporation to Nevada and bylaw amendment authority .