John P. Butler
Akebia TherapeuticsAbout John P. Butler
President, CEO, and Director of Akebia Therapeutics (since Sept 2013); age 60; Director since 2013; B.A. in chemistry (Manhattan University) and M.B.A. (Baruch College, CUNY) . 2024 results tied to his incentive plan included net product revenue of $152.2M and a net loss of $69.4M; the company’s TSR value-of-$100 proxy metric was 30.06 for 2024, reflecting stock performance sensitivity in pay outcomes . 2024 corporate goals (Auryxia revenue, Vafseo approval/launch enablement, pipeline, financial, people) were scored at 100% achievement, driving his annual bonus payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspiration Biopharmaceuticals | Chief Executive Officer | 2011–2013 | Led transactions to sell hemophilia assets to Cangene and Baxter in early 2013 |
| Genzyme (Sanofi) | President, Rare Genetic Diseases; led Renal division | 1997–2011 (Renal 2002–2010) | Led renal and rare disease businesses; senior P&L leadership in kidney disease segments |
| Amgen; Hoffmann-La Roche | Sales and marketing roles | Prior to 1997 | Commercial leadership foundations in large-cap biopharma |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Zynerba Pharmaceuticals (now Harmony Biosciences) | Director | 2018–2023 | Public biotech board experience |
| Relypsa (now CSL Vifor) | Director | 2013–2016 | Renal-focused company board |
| Keryx Biopharmaceuticals | Director; Chairman | 2015–2017 (Chair 2016–2017) | Governance leadership in renal therapeutics |
| WaveBreak Therapeutics | Director | Appointed July 2023 | Emerging biotech governance |
| Biotechnology Innovation Organization (BIO) | Health Section Governing Board | Since 2024 | Policy/industry leadership |
| American Kidney Fund | Board of Trustees; former Chair of Trustees | Since 2024 (Trustee) | Patient advocacy leadership |
| Kidney Care Partners | Chairperson | 2020–2024 | Industry coalition leadership |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus ($) | Other Cash ($) | Total Reported Comp ($) |
|---|---|---|---|---|---|
| 2022 | 765,118 | — | 542,277 | 15,816 | 3,072,538 |
| 2023 | 795,723 | — | 997,193 | 17,220 | 2,775,123 |
| 2024 | 833,966 | 75% | 620,700 | 64,170 (incl. $175,000 2021 cash award milestone and $237,500 letter agreement amounts included in “Non-equity/Other” footnotes) | 4,260,114 |
Notes:
- 2024 approved annualized base salary $827,600 (effective 2/23/2024, retroactive to 1/1/2024) .
- 2024 bonus based 100% on corporate goals at 100% achievement .
Performance Compensation
- Annual bonus metrics and achievement (2024)
| Category | Target Weight (%) | Actual Achievement (%) | Contribution to Score (%) |
|---|---|---|---|
| Auryxia (revenue/contracting) | 20 | 100 | 20 |
| Vafseo (approval/launch/TDAPA/awareness) | 40 | 100 | 40 |
| Lifecycle & Pipeline (EMA/NDD-CKD plan; AKB-9090; AKB-10108) | 20 | 100 | 20 |
| Financial (funded to cash flow breakeven) | 15 | 100 | 15 |
| People (org effectiveness) | 5 | 100 | 5 |
| Total | 100 | — | 100 |
- 2024 equity grants
| Grant Type | Grant Date | Shares/Units | Vesting | Fair Value/Terms |
|---|---|---|---|---|
| Stock Options | 1/31/2024 | 905,200 | 25% at 1-year; remainder quarterly over 3 years | Exercise price $1.68; term to 1/31/2034 |
| RSUs | 1/31/2024 | 603,500 | 1/3 each on 1st, 2nd, 3rd anniversaries | Grant-date fair value $1,013,880 |
- 2025 PSUs (added after investor feedback to tie pay to share price)
- 350,500 PSUs granted Jan 2025; 50% vest upon average closing price ≥$3.50 over 30 trading days (and ≥1-year from grant), remaining 50% upon average closing price ≥$5.00 over 30 trading days (and ≥1-year), subject to continued service .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial ownership (3/31/2025) | 5,074,211 shares (≈2% of outstanding) |
| Direct/indirect shares (incl. GRATs) | 1,676,734 (includes 319,856 via Dorothy/John 2019 GRAT structures) |
| Options exercisable within 60 days | 3,397,477 |
| Unvested RSUs (12/31/2024) | 896,626; market value $1,703,589 at $1.90 |
| Hedging/pledging | Company policy prohibits hedging and pledging; directors/officers may not pledge or hold stock in margin accounts |
Stock ownership guidelines for executives were not disclosed in the proxy; pledging/hedging prohibitions and a Dodd-Frank-compliant clawback policy (Nov 2023) are in effect .
Vesting Schedules and Outstanding Equity Detail (Butler)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Option | — | 905,200 | 1.68 | 1/31/2034 |
| Stock Option | 660,760 | 849,553 | 0.63 | 1/31/2033 |
| Stock Option | 508,542 | 231,158 | 2.16 | 2/28/2032 |
| Stock Option | 378,375 | 25,225 | 3.46 | 2/26/2031 |
| Stock Option | 403,600 | — | 8.87 | 2/28/2030 |
| Stock Option | 350,000 | — | 7.28 | 2/28/2029 |
| Stock Option | 126,300 | — | 14.30 | 2/28/2028 |
| Stock Option | 190,000 | — | 10.14 | 2/21/2027 |
| Stock Option | 190,550 | — | 7.70 | 2/22/2026 |
| Stock Option | 150,000 | — | 11.15 | 3/6/2025 |
| RSUs (unvested) | — | 896,626 | — | RSUs vest 1/3 annually over 3 years |
Vesting conventions: CEO annual options generally vest 25% after one year, then quarterly over 3 years; RSUs vest in three equal annual installments; all unvested equity is eligible for acceleration upon a change in control (see Employment Terms) .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Bonus | Equity Acceleration | COBRA/Other | Total |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | $827,600 (12 months) | — | Continues vesting during 12-month severance; no acceleration value assigned | $18,909 | $846,509 |
| Termination without Cause / Good Reason (within 12 months post-CIC) | $827,600 | $310,350 (50% of target, prorated) | Options $2,117,242; RSUs $1,703,589 (accelerate upon CIC) | $18,909 | $4,977,690 |
Key provisions:
- At-will employment; Executive Severance Agreement governs severance .
- Single-trigger equity acceleration: 100% of outstanding unvested equity vests upon change in control irrespective of termination; cash bonus component (50% target) requires termination within 12 months post-CIC (double-trigger) .
- Non-compete/non-solicit and confidentiality/inventions agreements customary for executives .
- No excise tax gross-ups; cutback to avoid 280G excise tax if beneficial on net after-tax basis .
- Clawback policy (Dodd-Frank) adopted Nov 2023; incentive-based comp subject to recovery upon restatement .
Board Governance and Director Service
- Role: Director (Class II) since 2013; standing for re-election to 2028 term . Receives no additional pay for director service (CEO only) .
- Independence/Dual-role: CEO is not independent; Board separates CEO and Chair (Chair is independent director Adrian Adams), mitigating dual-role concerns; independent directors chair all standing committees .
- Committees: CEO is not a member of board committees; Audit, Compensation, Nominating & Governance, and R&D committees consist solely of independent directors .
- Attendance: Board met 7 times in 2024; all incumbent directors attended at least 75% of meetings; independent director sessions held generally at every regular meeting .
Performance & Track Record Highlights (2024)
- Delivered Auryxia net revenue of ~$152.2M .
- Secured FDA approval of Vafseo (vadadustat) for dialysis-dependent CKD anemia; obtained TDAPA designation for Jan 1, 2025; contracted with nearly 100% of dialysis organizations; developed US launch plan .
- Identified pipeline and lifecycle milestones (EMA engagement for NDD-CKD, AKB-9090 IND tox prep, AKB-10108 ROP interactions) .
- Financing: exited 2024 funded to cash flow breakeven .
- Pay versus performance disclosure: 2024 net product revenue $152.2M; net loss $(69.4)M; TSR metric 30.06; CEO “compensation actually paid” $5.57M under SEC rules, reflecting equity mark-to-market sensitivity .
Compensation Structure Analysis
- Cash vs equity mix: CEO target bonus 75% of salary, paid based on corporate goals; long-term incentives split roughly 50/50 options vs RSUs in 2024, consistent with peer norms to balance upside with retention .
- Shift toward performance-based equity: In response to 2024 say-on-pay approval of 50.8%, the board added stock-price-conditioned PSUs in 2025 to better align pay with shareholder returns .
- Governance guardrails: Clawback in place; anti-hedging/pledging; option repricing prohibited without shareholder approval; minimum 1-year vesting in plan terms; director pay caps .
- Peer benchmarking: Pearl Meyer advised a commercial-stage life sciences peer set; Akebia’s size relative to peer medians (market cap $310M vs $379M median; LTM opex $291M vs $207M median; FTE 204 vs 198 median) supports market-competitive positioning .
Equity Overhang / Selling Pressure Considerations
- CEO unvested RSUs of 896,626 (value $1.70M at $1.90) vest over the next two years (1/3 annually), creating scheduled supply; multiple option tranches continue quarterly vesting, with several deeply in-the-money at $1.90 (e.g., $0.63 and $1.68 strikes) .
- Company-wide policies prohibit hedging and pledging, reducing misalignment risk; single-trigger equity acceleration in a change-in-control could concentrate liquidity events around M&A scenarios .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) |
|---|---|
| 2023 | 71.1 |
| 2024 | 50.8 |
Management engaged top holders after 2024’s lower support and introduced PSUs with share-price hurdles in 2025 to strengthen pay-for-performance alignment .
Investment Implications
- Alignment: High proportion of at-risk equity and the addition of stock-price PSUs (with $3.50/$5.00 30-day hurdles) strengthen alignment with shareholders; anti-hedging/pledging and clawback further reduce governance risk .
- Retention vs dilution: Large ongoing RSU/option vesting supports retention but creates scheduled supply; however, plan prohibitions on repricing and minimum vesting reduce adverse practices risk .
- Change-in-control economics: Single-trigger acceleration of 100% unvested equity upon CIC plus moderate cash/bonus on double-trigger could incentivize strategic alternatives; estimated CEO CIC package ~$5.0M (including ~$3.82M equity value using $1.90 price) .
- Execution risk: 2024 achievements (Vafseo approval/TDAPA, Auryxia revenue) underpinned full bonus payout; future value creation hinges on Vafseo US uptake and pipeline execution, which are embedded in performance goals and PSU structure .