Nathan Fountain
About Nathan Fountain, M.D.
Independent director (Class III) since June 2021; age 62; term expires at the 2027 Annual Meeting. Professor of Neurology at the University of Virginia; director of the F.E. Dreifuss Comprehensive Epilepsy Program since 1998; CEO and director of Hexokine Therapeutics, Inc. since November 2021. Education: M.D. and B.S. from the University of Iowa. Board cites neurology expertise as core qualification for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FDA Peripheral & CNS Drugs Advisory Committee | Member; Chair | Nov 2010–Jun 2021; Chair Feb 2018–Jun 2021 | Led advisory review work for CNS drug approvals |
| National Association of Epilepsy Centers | President; Director | — | Prior leadership of national clinical network |
| Epilepsy Foundation of Virginia | Professional Advisory Board Chair | Since 2009 | Ongoing governance and clinical guidance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Virginia School of Medicine | Professor of Neurology | Current | Academic leadership in epilepsy |
| F.E. Dreifuss Comprehensive Epilepsy Program (UVA) | Program Director | Since 1998 | Clinical program leadership |
| Hexokine Therapeutics, Inc. | CEO and Director | Since Nov 2021 | Biotech operating role |
| Shackelford Pharma Inc. | Advisory Board Chair | Current | Drug development advisory role |
| Theta Neurotech Inc. | Scientific Board Member | Current | Scientific oversight |
| Epilepsy Foundation’s Research Roundtable for Epilepsy | Founding Co-Chair | Current | Research convening leadership |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq standards .
- Committee assignments: Nominating & Corporate Governance Committee member; not chair (committee chaired by Dr. Laura Stoppel) .
- Board leadership: Independent Board Chair (Sean Stalfort) with authority to preside over independent director sessions .
- Attendance and engagement: Board met six times in FY2024; each director attended at least 75% of Board and committee meetings applicable to them; all directors attended the 2024 Annual Meeting .
- Committee activity: FY2024 meetings—Audit (4), Compensation (4), Nominating & Corporate Governance (3) .
Fixed Compensation (Director)
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Cash fees earned (Dr. Fountain) | $41,917 | FY2024 | Total cash fees for Board/committee service |
| Annual Board retainer (policy) | $40,000 | Increased effective Jun 1, 2024 | Paid quarterly in arrears |
| Nominating & Corporate Governance—member retainer (policy) | $4,000 | Ongoing | Chair receives $8,000; members $4,000 |
| Additional retainers (policy) | $30,000 | Ongoing | Board Chair and Lead Independent Director each receive $30,000 (if applicable) |
Performance Compensation (Director)
| Equity Component | Units/Value | Vesting | Grant/Policy Detail |
|---|---|---|---|
| Option awards (Dr. Fountain) | $49,855 grant-date FV | Per award agreement | FY2024 director option award valuation |
| Outstanding options (Dr. Fountain) | 109,000 shares | Vests per award schedules | Aggregate outstanding options as of Dec 31, 2024 |
| Initial director option grant (policy) | 50,000 options | 36 equal monthly installments | Exercise price = closing price on grant date |
| Annual director option grant (policy, 2024) | 25,000 options | Vests by 1-year anniversary or next AGM | Exercise price = closing price on grant date |
| Annual director equity (policy, 2025 amendment) | 19,500 options + 12,800 RSUs | Options: annual; RSUs: per plan terms | Approved Mar 2025 |
| Change-in-control acceleration (director) | All outstanding director options vest | At change in control | Subject to continuous service through transaction date |
No performance-based equity metrics are disclosed for non-employee directors; awards are time-based under the Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Fountain beyond ABOS .
- Network roles: Advisory/board positions at Shackelford Pharma Inc. and Theta Neurotech Inc. (private/undisclosed status in proxy) .
- Large shareholders on Board: RA Capital partner (Dr. Laura Stoppel) serves on ABOS Board; not an interlock with Dr. Fountain’s roles; ownership noted separately in proxy .
Expertise & Qualifications
- Clinical and regulatory expertise: Extensive neurology focus; leadership in epilepsy care; chaired FDA CNS advisory committee (2018–2021) .
- Industry engagement: CEO experience in biotech; advisory roles across neurotech/drug development .
- Board qualification statement: Board cites neurology experience as rationale for nomination/continued service .
Equity Ownership
| Category | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|
| Common shares owned directly | 6,250 | * | Direct ownership |
| Options exercisable within 60 days | 84,000 | * | Vested/exercisable options |
| Total beneficial ownership | 90,250 | * | Aggregate beneficial ownership |
| Aggregate outstanding options (Dec 31, 2024) | 109,000 | — | As per director options table |
- Insider trading policy: Prohibits short sales, transactions in puts/calls, hedging, margin accounts or other speculative transactions in company stock, supporting alignment and risk controls .
- Pledging/hedging disclosure: No pledging disclosed; policy restricts hedging/speculative transactions .
Governance Assessment
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Strengths
- Clear independence determination; no related-party transactions disclosed for period Jan 1, 2023 through proxy date .
- Relevant clinical/regulatory expertise and prior FDA committee chair experience, valuable for biotech governance and risk oversight .
- Active committee service on Nominating & Corporate Governance; Board chaired by an independent director; structured committee oversight .
- Attendance threshold met (≥75%) and Annual Meeting attendance, indicating engagement .
- Director equity awards and insider trading policy foster alignment while discouraging speculative trading .
-
Potential Risks/RED FLAGS
- External operating role (CEO/Director at Hexokine Therapeutics) presents theoretical conflict risk if transactional relationships arise with ABOS; however, proxy reports no related-party transactions during the covered period .
- Limited disclosure of director stock ownership guidelines (none referenced in proxy); alignment relies on option/RSU grants and policy prohibitions rather than formal ownership requirements .
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Implications
- Governance profile supports investor confidence: independence, domain expertise, and committee participation are aligned with best practices .
- Monitor any future business dealings between ABOS and entities affiliated with Dr. Fountain to preempt conflicts; Audit Committee oversees related-party reviews and maintains formal policy .