Elizabeth A. Garofalo
ACADIA PHARMACEUTICALSAbout Elizabeth A. Garofalo
Elizabeth A. Garofalo, M.D., age 67, has served as an independent director of Acadia Pharmaceuticals since September 2020. She is a pediatric neurologist with deep neuroscience leadership experience, including senior roles at Novartis (Global Head of Clinical Development; Chair, Portfolio Stewardship Board; Co-Head, Neuroscience), Astellas (Head of Neuroscience Therapy Area), and Parke‑Davis/Pfizer (Ann Arbor Site Head, Neuroscience and Worldwide Regulatory Affairs). She is Principal of EAG Pharma Consulting LLC (since 2016) and holds an M.D. from Indiana University School of Medicine, with residency in pediatrics and fellowships in pediatric neurology and epilepsy at the University of Michigan Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EAG Pharma Consulting LLC | Principal | Since 2016 | Advises life sciences companies; neuroscience focus |
| Novartis International AG | SVP & Global Head of Clinical Development; Chair, Portfolio Stewardship Board; Co‑Head, Neuroscience | Prior to 2016 (dates not specified) | Development leadership; portfolio oversight; therapeutic franchise leadership |
| Astellas Pharma, Inc. | VP, Head of Neuroscience Therapy Area | Prior to Novartis (dates not specified) | Therapy area leadership |
| Parke‑Davis/Pfizer | Ann Arbor Site Head (Neuroscience); Ann Arbor Site Head (Worldwide Regulatory Affairs) | Early career (dates not specified) | Site leadership; regulatory affairs |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Alector, Inc. (public) | Director | Current | Neuroscience biotech; sector overlap with ACAD |
| Xenon Pharmaceuticals Inc. (public) | Director | Current | Neurology focus; sector overlap with ACAD |
| Exicure Inc. (public) | Director | Past 5 years (prior service) | Nucleic acid therapies |
| Institute for Advanced Clinical Trials for Children | Board Chair | Current | Pediatric clinical trials leadership |
| Epilepsy Foundation of America | Chair, Business Advisory Board | Prior role | Advocacy and advisory leadership |
Board Governance
- Independence: Board determined all directors are independent except the CEO; Dr. Garofalo is independent .
- Committee assignments (2024): Compensation Committee member (joined Nov 13, 2024); Scientific Advisory Committee member .
- Chair roles: None (Audit Chair: Laura Brege; Compensation Chair: Stephen Biggar; NCG Chair: Daniel Soland; Scientific Advisory Chair: Edmund Harrigan) .
- Board activity: 16 Board meetings in 2024; all directors attended ≥75% of Board and committee meetings on which they served .
- Leadership: Independent, non-executive Board Chair (Stephen Biggar); independent director executive sessions held at least quarterly .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Board meeting attendance (2024) | All directors ≥75% attendance; Board met 16 times |
| Committees | Compensation (member), Scientific Advisory (member) |
| Executive sessions | Non‑employee directors meet at least quarterly |
| Board chair | Independent chair (Stephen R. Biggar) |
Fixed Compensation (Director)
| Element | Amount (2024) | Notes |
|---|---|---|
| Cash fees (annual & committee retainers) | $112,083 | ACAD’s program uses cash retainers only (no meeting fees) |
| Annual director equity program (policy) | $300,000 total FMV ($150,000 options + $150,000 RSUs) | Annual grants in dollar‐denominated values |
ACAD director cash retainer schedule: Board $50,000; Board Chair +$30,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $20,000; Compensation member $10,000; NCG Chair $10,000; NCG member $5,000; Scientific Advisory Chair $20,000; Scientific Advisory member $10,000 .
Performance Compensation (Director Equity) and Vesting
| Grant Type | Number | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Stock options (May 29, 2024) | 15,959 | $14.62 | $138,894 | Vest quarterly over one year; final tranche at earlier of one year or next annual meeting |
| RSUs (May 29, 2024) | 9,387 | N/A | $137,238 | Vest in full at earlier of one year or next annual meeting |
Equity structure: Annual non‑employee director awards equal $150k options + $150k RSUs; initial inducement awards vest over two years (equal annual installments) for new directors .
Other Directorships & Interlocks
| Company | Industry Overlap with ACAD | Role/Committee | Conflict Notes |
|---|---|---|---|
| Alector, Inc. | Neuroscience/biotech overlap | Director | No related‑person transactions disclosed involving Dr. Garofalo |
| Xenon Pharmaceuticals Inc. | Neurology/biotech overlap | Director | No related‑person transactions disclosed involving Dr. Garofalo |
ACAD’s Audit Committee reviews and approves related‑person transactions >$120k; proxy discloses policy and indemnification agreements but does not list any transaction involving Dr. Garofalo .
Expertise & Qualifications
- Board-relevant skills: Drug development leadership, clinical and regulatory expertise, pediatric neurology/epilepsy expertise; extensive board experience in life sciences .
- Education: M.D., Indiana University School of Medicine; pediatric residency; fellowships in pediatric neurology and epilepsy at University of Michigan Medical School .
Equity Ownership
| Item | Amount | As-of / Notes |
|---|---|---|
| Beneficial ownership (shares) | 78,398; less than 1% of shares outstanding | |
| Components | 22,514 shares owned directly; 55,884 shares issuable via options exercisable within 60 days | |
| Director outstanding awards (12/31/2024) | 59,874 stock options; 9,387 RSUs outstanding | |
| Director ownership guideline | 5× annual cash retainer ($50,000); RSUs count; options do not; 50% retention until met | |
| Hedging/pledging policy | Prohibited for directors under Insider Trading Policy |
Measurement date for beneficial ownership: February 15, 2025; percentages computed on 166,788,517 shares .
Governance Assessment
- Board effectiveness: Independent status, strong domain expertise, and active committee participation support oversight of R&D, compensation design, and scientific strategy .
- Compensation and alignment: Director pay uses fixed cash retainers and time‑based equity with standard vesting; director ownership guidelines and hedging/pledging prohibitions reinforce alignment .
- Compensation committee rigor: As a member, Dr. Garofalo participates in a committee that employs an independent consultant (FW Cook), reviews pay-for-performance, and implemented TSR‑based PSUs for executives after shareholder feedback—signal of responsiveness and governance quality .
- Attendance and engagement: Board met 16 times in 2024; all directors met ≥75% attendance, indicating engagement .
- Conflicts/related‑party exposure: No related‑person transactions disclosed involving Dr. Garofalo; policy requires Audit Committee review and recusal where needed .
- Signals to investor confidence: Independent chair and regular executive sessions, adoption of clawback policy compliant with Nasdaq Rule 10D‑1, and strong say‑on‑pay support (94% in 2024) contribute positively .
RED FLAGS
- None disclosed regarding hedging/pledging, related‑party transactions, or attendance. Note sector overlap from current directorships (Alector, Xenon) may require ongoing monitoring for potential competitive conflicts, though no related‑person transactions are disclosed .