Laura A. Brege
ACADIA PHARMACEUTICALSAbout Laura A. Brege
Independent director of Acadia Pharmaceuticals (ACAD); age 67; director since May 2008 (17+ years of service). Background spans CFO, COO and CEO roles in biopharma, venture capital, and diagnostics; MBA from the University of Chicago; undergraduate degree from Ohio University. The Board has affirmatively determined she is independent under Nasdaq standards, and she qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals | Executive Vice President & Chief Operating Officer | 2006–2012 | Led commercialization, strategic planning, corporate development, medical, scientific and government affairs |
| Nodality, Inc. | President & Chief Executive Officer | 2012–2015 | CEO leadership in personalized medicine diagnostics |
| Red Rock Capital Management | General Partner (VC) | Prior to 2006 | Early-stage tech financing |
| COR Therapeutics | Senior VP & Chief Financial Officer | Prior to 2006 | Built company through commercial launch of cardiovascular product |
| Flextronics | Chief Financial Officer | Earlier career | Finance leadership |
| The Cooper Companies | Treasurer | Earlier career | Corporate treasury |
External Roles
| Organization | Role | Status |
|---|---|---|
| BridgeBio Pharma | Senior Advisor | Since April 2017 (ongoing) |
| Edgewise Therapeutics | Director | Current (public) |
| Mirum Pharmaceuticals | Director | Current (public) |
| Pacira BioSciences | Director | Current (public) |
| T-knife Therapeutics | Director | Current (private) |
| Prior five years: Aratana Therapeutics; California Life Sciences Association; Dynavax Technologies; HLS Therapeutics; Portola Pharmaceuticals | Director | Past public/non-profit roles |
Board Governance
- Committee assignments (2024): Audit Committee Chair; previously on Nominating & Corporate Governance (NCG) through November 13, 2024 (succeeded by Adora Ndu). Audit Committee met 4 times in 2024; Board met 16 times; all directors attended ≥75% of Board/committee meetings. Scientific Advisory Committee met 6 times; Compensation met 4; NCG met 1.
- Audit Committee financial expert: Board determined Ms. Brege meets SEC definition. She also chaired the Audit Committee’s report.
- Independence: Board determined all current directors are independent except the CEO (Catherine Owen Adams). Independent directors meet in quarterly executive sessions presided by the independent Board Chair (Stephen R. Biggar).
- Annual meeting attendance: Company policy encourages director attendance; all directors except two attended the 2024 annual meeting.
- Board leadership: Independent, non-executive Chair (Biggar) with authority to set agendas and preside; positions of Chair and CEO are separated.
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 (Brege) |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Included in cash total |
| Board Chair cash retainer | $30,000 (not applicable to Brege) | N/A |
| Audit Committee Chair retainer | $20,000 | Included in cash total |
| NCG member retainer | $5,000 (member) / $10,000 (chair) | If applicable pre-11/13/2024, reflected in cash total |
| Scientific Advisory Committee retainers | $20,000 chair / $10,000 member | Not shown for Brege in 2024 |
| Total “Fees Earned or Paid in Cash” | Cash retainers combined | $127,083 |
| 2024 Director Equity Grants (Standard Program) | Terms |
|---|---|
| Annual equity (dollar-denominated) | $300,000 total FMV: $150,000 options + $150,000 RSUs (grant-date fair value basis) |
| Option vesting | Vests quarterly over one year; final tranche at earlier of 1 year from grant or next annual meeting (continuous service required) |
| RSU vesting | Vests in full at earlier of 1 year from grant or next annual meeting (continuous service required) |
| 2024 Grants to Brege | Grant Date | Quantity | Exercise Price | Grant-Date FV |
|---|---|---|---|---|
| Stock options | May 29, 2024 | 15,959 | $14.62 | $138,894 |
| RSUs | May 29, 2024 | 9,387 | N/A | $137,238 |
| Total Director Compensation (Brege) | $403,215 (cash + equity) |
Performance Compensation (Director)
- ACAD does not use performance-based equity for non-employee directors; the annual director equity consists of time-based stock options and time-based RSUs with vesting schedules as shown. No PSUs or performance metrics apply to director compensation.
| Equity Award Metrics (Brege, 2024) | Metric | Value/Details |
|---|---|---|
| Option grant size | Shares | 15,959 |
| Option strike | $/share | $14.62 |
| Option vesting cadence | Quarterly over 1 year | Final vest at earlier of 1 year or next AGM |
| RSU grant size | Units | 9,387 |
| RSU vesting | Cliff vest | Full vest at earlier of 1 year or next AGM |
Other Directorships & Interlocks
- BridgeBio interlock: Brege is Senior Advisor to BridgeBio; ACAD director Adora Ndu serves as BridgeBio executive (Chief Regulatory and EVP Portfolio Strategy/Management). No ACAD related-party transactions disclosed with BridgeBio; the Audit Committee reviews and must approve any related-person transactions >$120,000.
Expertise & Qualifications
- Financial and operating expertise: Former CFO (COR Therapeutics; Flextronics), Treasurer (The Cooper Companies), COO (Onyx), CEO (Nodality); designated “audit committee financial expert”. MBA (University of Chicago); extensive biopharma commercialization and corporate development experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Laura A. Brege | 144,752 | <1% | 20,154 shares owned; 124,598 options exercisable within 60 days of 2/15/2025 |
| Outstanding director awards (as of 12/31/2024) | Options | RSUs | Notes |
| Brege | 128,588 | 9,387 | Aggregate awards outstanding at YE 2024 |
- Director stock ownership guidelines: 5x regular annual cash retainer ($50,000) → $250,000 ownership guideline; counts owned shares and unvested time-based RSUs (not options or unearned performance awards). All non-employee directors were in compliance or had time remaining to achieve. 50% retention requirement until guideline met.
- Hedging/pledging: Insider Trading Policy prohibits short sales, options, hedging transactions, margin purchases, borrowing against company stock, or pledging as collateral by officers/directors.
Governance Assessment
- Board effectiveness: Brege’s long tenure (since 2008) and designation as Audit Committee Chair/financial expert strengthen oversight of financial reporting, internal controls, and cybersecurity risk within Audit remit. Committee met 4 times; attendance thresholds met; Board has independent Chair and regular executive sessions—positive governance signals.
- Independence & conflicts: Board deems Brege independent; no related-party transactions disclosed involving her. Potential network interlock via BridgeBio (given Ndu’s role) warrants monitoring; ACAD’s related-person policy requires Audit Committee review/approval of any such transactions. No hedging/pledging—alignment positive.
- Director pay & alignment: Compensation mix blends cash retainers with time-based equity; ownership guidelines (5x retainer) and retention rules enhance alignment. 2024 total director compensation for Brege was $403,215; standard annual equity ($300k FMV split evenly between options and RSUs) with one-year vesting encourages near-term alignment without performance metrics—typical for directors.
- RED FLAGS: None disclosed specific to Brege—no related-party transactions, no hedging/pledging, and attendance ≥75%. Note broader concentration risk from Baker Bros. 25.9% ownership; independent chair mitigates some influence risk at board level.
Overall: Strong audit oversight and financial expertise, clear independence, and standard director compensation/ownership structures support investor confidence; monitor BridgeBio interlocks for any future related-party dealings and continue to review Audit Committee disclosures for rigor.