Cynthia Smith

About Cynthia Smith

Cynthia Smith (age 56) has served as an independent director of Akebia Therapeutics since August 2018. She brings 20+ years of biopharma leadership, including commercial, market access, and policy experience; prior roles include Chief Commercial Officer at ZS Pharma (acquired by AstraZeneca), senior roles at Affymax and Merck, and healthcare policy analyst in the White House OMB. She holds a B.A. from UNC–Chapel Hill, an M.B.A. from Wharton, and an M.S. in public policy from Rutgers (Eagleton Institute). Her current AKBA board term is Class I through 2027.

Past Roles

External Roles

Board Governance

• Independence: All standing committees (Audit, Compensation, Nominating & Corporate Governance, R&D) are composed solely of independent directors; Ms. Smith is independent and serves on the Compensation Committee (Chair) and the R&D Committee.
• Attendance: Board held 7 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
• Committee leadership and workload: The Compensation Committee met 4 times in 2024; the Audit Committee met 5 times (she is not on Audit).
• Board structure: Classified board; Ms. Smith is Class I, term through 2027; Board Chair is Adrian Adams.
• Executive sessions: Independent directors meet in separate session generally at every regularly scheduled Board meeting.
• Overboarding policy: Directors should not serve on more than five public company boards; the Board regularly evaluates director commitments. Ms. Smith currently serves on multiple external boards consistent with this policy.

Fixed Compensation

Performance Compensation

• Initial director equity upon first joining the Board: 180,000 options (vest over 3 years) under prior program; increased to 214,400 options effective Jan 27, 2025 for new directors.
• Change-in-control: If director awards are not assumed/continued in a change in control, any unvested portion vests in full.
• Plan governance guardrails: No repricing without stockholder approval; minimum 1-year vesting (with limited 5% pool exception); non-employee director annual limit $750,000 ($1,000,000 in initial year).

Other Directorships & Interlocks

Expertise & Qualifications

• Commercial launch and market access expertise across renal and specialty therapeutics; executive commercialization track record (ZS Pharma CCO; Affymax; Merck).
• Policy and governance: prior healthcare policy analyst at OMB; current chair of AKBA Compensation Committee with oversight of incentive plans, clawback policy, and succession planning.
• Education: B.A. (UNC–Chapel Hill); M.B.A. (Wharton); M.S., Public Policy (Rutgers Eagleton).

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep commercialization and market access experience; current Chair of Compensation Committee; committees comprised solely of independent directors.
  • Robust plan governance: no repricing, minimum vesting standards, director pay caps; explicit anti-hedging/anti-pledging policy supports alignment.
  • Attendance and engagement: at least 75% meeting attendance for all directors in 2024; independent director executive sessions each regular meeting.

• Watch items / potential investor-sentiment signals

  • Say-on-pay in 2024 passed but with a narrow margin (48.86M for vs. 47.36M against), suggesting investor scrutiny of compensation; as Compensation Chair, Ms. Smith is a focal point for engagement.
  • 2024 proposal to increase shares under the 2023 Stock Incentive Plan failed (45.16M for vs. 52.82M against); in 2025, a larger amendment (+18.9M shares) was proposed—sustained focus on equity dilution and plan design likely.
  • Multiple external board roles (AKBA plus several other boards) approach the company’s overboarding threshold; the Nominating Committee monitors commitments, but workload should be observed.

• Conflicts/related-party transactions

  • No related-party transactions involving Ms. Smith were disclosed; the Audit Committee reviews and approves any related person transactions under a formal policy (updated June 2024).

• Clawback and risk controls

  • Company maintains a Dodd-Frank compliant compensation recovery policy; the equity plan binds participants to applicable clawbacks; compensation risk review indicates policies are not reasonably likely to have a material adverse effect.

Director Compensation (Detail)

Notes:

• 2024 cash aligns with policy: Board retainer $50,000; Compensation Chair $15,000; R&D member $5,000.
• Equity awards computed at grant-date fair value per ASC 718.

Say-on-Pay & Shareholder Feedback

Related Policies and Provisions (Directors)

• Anti-hedging and anti-pledging: Directors prohibited from hedging and from pledging or holding company stock in margin accounts.
• Director equity plan terms: annual options and RSUs vest in full after one year; initial option grants vest over 3 years; unassumed awards vest on change in control; 10-year option term; no repricing without stockholder approval; minimum vesting one year (limited exceptions).

Summary

Cynthia Smith is an independent, commercially seasoned director who chairs the Compensation Committee and sits on the R&D Committee. Compensation and equity plan oversight appear disciplined (independent consultant, plan guardrails), yet 2024 shareholder voting results signal ongoing scrutiny—placing a premium on her engagement with investors, careful equity usage, and articulation of pay-for-performance alignment.