Michael Rogers
Akebia TherapeuticsAbout Michael Rogers
Independent director (Class III) at Akebia Therapeutics since the December 2018 merger with Keryx; age 65; serves as Audit Committee Chair and is designated the Audit Committee Financial Expert. Former CFO and investment banker with 30+ years in biotech and life sciences; B.A. (Union College) and MBA (Darden School, University of Virginia). Board has determined he is independent under Nasdaq rules; Class III term runs through the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apnimed, Inc. | Chief Financial Officer; Financial Consultant | CFO: Nov 2020–Apr 2024; Consultant: Apr 2024–Oct 2024 | Senior finance leadership at clinical-stage pharma |
| Aerpio Pharmaceuticals, Inc. (merged with Aadi BioScience) | Chief Financial Officer | 2017–2019 | CFO during strategic transaction period |
| Acorda Therapeutics, Inc. | Chief Financial Officer | 2013–2016 | Public biotech CFO; commercial neurology focus |
| Indevus Pharmaceuticals, Inc. (sold to Endo) | Chief Financial Officer | 1999–2009 | Long-tenured CFO through sale process |
| BG Medicine; Advanced Health Corporation; Autoimmune Inc. | Chief Financial Officer | n/a (prior roles) | Multiple CFO posts in healthcare |
| Lehman Brothers; PaineWebber | Investment Banker (life sciences focus) | n/a (early career) | Capital markets and advisory experience |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Keryx Biopharmaceuticals, Inc. | Chairman (2017–2018); Director (2016–2018) | Until merger with Akebia in Dec 2018 | Directly relevant renal therapeutics background |
| EyePoint Pharmaceuticals, Inc. (formerly pSivida) | Director (prior) | n/a | Prior public company board experience |
| Coronado Biosciences, Inc. | Director (prior) | n/a | Prior public company board experience |
| Aravive, Inc. | Director (prior) | n/a | Prior public company board experience |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation, Nominating & Corporate Governance, or R&D Committees. Rogers is designated the “audit committee financial expert.”
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules.
- Attendance and engagement: Board met 7 times in 2024; all incumbent directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting; independent directors meet in separate session at each regular Board meeting.
- Overboarding/tenure: Company policy caps service at ≤5 public boards (≤3 if an active public-company executive); NCGC regularly evaluates director commitments. Retirement age guideline ~72 (deferrals allowed). Rogers (65) is within guideline.
- Leadership structure: Independent Chair (Adrian Adams) separate from CEO; committee chairs are independent.
- Audit Committee responsibilities (selected): financial reporting oversight, internal controls, major financial/cyber/compliance risk oversight, related-party transactions, and Code of Conduct oversight. Audit Committee Report is signed by Michael Rogers as Chair.
Fixed Compensation (Non-Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Non-employee directors |
| Additional cash retainer – Board Chair | $35,000 | If applicable (not Rogers) |
| Audit Committee Chair | $20,000 | Rogers holds this role |
| Audit Committee member (non-chair) | $10,000 | |
| Compensation Committee Chair/member | $15,000 / $7,500 | |
| Nominating & Corporate Governance Chair/member | $10,000 / $5,000 | |
| R&D Committee Chair/member | $10,000 / $5,000 |
2024 cash actually paid to Rogers: $70,000 (base $50,000 + Audit Chair $20,000).
Performance Compensation (Equity Grants to Directors)
| Equity Component | Standard Grant | Vesting/Key Terms |
|---|---|---|
| Initial Option Award (at appointment) | 214,400 options (Current Program; 180,000 under Prior) | 33 1/3% at 1-year; remainder vests quarterly to 3 years; 10-year term; FMV strike; subject to service |
| Annual “Subsequent Awards” | 53,600 options + 35,700 RSUs (45,000 + 30,000 under Prior) | Vest in full on 1-year anniversary; 10-year option term; FMV strike; subject to service |
| Change-in-Control treatment | If awards are not assumed/continued/substituted, any unvested portion vests at closing | No automatic vesting if assumed/continued |
| Director compensation cap | Max $750,000 per director per year ($1,000,000 initial year) | Exceptions only in extraordinary circumstances; director cannot approve own exception |
| Minimum vesting (plan-wide) | 1-year minimum vesting (up to 5% pool exception) | Stockholder-friendly feature added in plan amendment |
2024 equity grant values to Rogers (grant-date fair value): RSUs $32,100; Options $40,733 (total equity $72,833).
Performance metrics: Director equity is time- and service-based; there are no performance-condition metrics for director grants.
Other Directorships & Interlocks
| Person | Other Public Boards (current) | Prior Public Boards | Interlocks/Conflicts |
|---|---|---|---|
| Michael Rogers | Not disclosed as currently serving on other public company boards | EyePoint (pSivida), Coronado Biosciences, Aravive; Chairman/Director at Keryx pre-merger | No related-party transactions disclosed involving Rogers; Audit Committee oversees related-party policy |
Expertise & Qualifications
- Financial expertise: SEC-designated Audit Committee Financial Expert; extensive CFO experience at multiple public biotechs and prior life sciences investment banking.
- Sector experience: 30+ years in biotech/pharma, including transactions, commercialization, and corporate finance.
- Education: B.A. (Union College); MBA (Darden School, University of Virginia).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 298,832 shares | <1% of outstanding shares |
| Common shares owned | 96,029 | Direct holdings included in beneficial total |
| Options exercisable within 60 days | 202,803 | Included in beneficial total |
| RSUs outstanding (as of 12/31/2024) | 30,000 RSUs | As-of year-end director holdings disclosure |
| Hedging/pledging | Prohibited under Insider Trading Policy | No hedging; no pledging or margin accounts permitted |
Governance Assessment
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Strengths supporting investor confidence
- Independent director; Audit Chair with formal “financial expert” designation; no reported related-party transactions involving Rogers.
- Solid engagement: Board/committee attendance ≥75% and attendance at annual meeting; independent sessions each regular meeting.
- Conservative equity plan features: 1-year minimum vesting (with limited exception), no repricing, no dividend equivalents on options/SARs, director compensation cap, and no hedging/pledging.
- Transparent director pay mix (cash retainer + time-based equity) and reasonable cash alignment with committee workload (Audit Chair).
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Watch items / potential risks
- Company-wide say-on-pay support was low in 2024 (50.8%), though the Board responded with PSU grants to the CEO in 2025; Rogers is not on the Compensation Committee, but investor scrutiny of governance may persist.
- Change-in-control treatment for director awards accelerates if not assumed/continued at closing, which some investors view cautiously, though this is a common market term.
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Overall view: Rogers’ credentials, independence, and role as Audit Chair with “financial expert” status support board effectiveness and financial oversight quality. No conflicts or attendance concerns are disclosed; compensation is standard for role and responsibilities.