Myles Wolf, M.D., M.M.Sc.
Akebia TherapeuticsAbout Myles Wolf, M.D., M.M.Sc.
Independent Class II director at Akebia Therapeutics since April 2020; age 54. Currently Sanford I. Weill Professor and Chair of Medicine at Weill Cornell Medicine and Physician-in-Chief at NewYork-Presbyterian Hospital (since 2024). Education: B.A. in Biology (Johns Hopkins), M.D. (SUNY Downstate), M.M.Sc. in Clinical and Physiological Investigation (Harvard Medical School); internship, residency, and nephrology fellowship at Massachusetts General Hospital. Extensive nephrology research and advisory experience with publications in leading journals and prior faculty/leadership roles at Harvard, University of Miami, and Northwestern .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke University School of Medicine | Chief, Division of Nephrology; Charles Johnson, MD Professor of Medicine | 2016–2024 | Led nephrology division; research on mineral metabolism across CKD spectrum |
| Northwestern University | Faculty/leadership positions | Prior to 2016 | Academic leadership; nephrology research |
| University of Miami | Faculty/leadership positions | Prior to 2016 | Academic leadership; nephrology research |
| Harvard Medical School & MGH | Faculty; internship/residency; nephrology fellowship | Training and early career | Clinical training; nephrology specialization |
| Akebia & Keryx | Standing scientific advisory boards | Prior service | Strategic advisory to biotech companies (Keryx later merged into Akebia) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weill Cornell Medicine | Sanford I. Weill Professor & Chair of Medicine | 2024–present | Physician-in-Chief, NewYork-Presbyterian Hospital |
| Journals (JASN, CJASN, Seminars in Nephrology, Nature Reviews Nephrology) | Editorial board member/editor | Various | Significant editorial leadership |
| Scientific Societies | Member (ASCI 2011; AAP 2017) | Elected 2011, 2017 | Recognition in physician-scientist community |
No current public company directorships disclosed beyond Akebia .
Board Governance
- Independence: Board determined all non-employee directors, including Dr. Wolf, are independent under Nasdaq rules; only CEO Butler is non-independent .
- Committee assignments: Chair, Research & Development Committee; Member, Nominating and Corporate Governance Committee .
- Committee activity (2024): Audit (5 meetings), Compensation (4), Nominating & Corporate Governance (5), Research & Development (4) .
- Board meetings/attendance: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting; independent director executive sessions generally at each regular Board meeting .
- Board leadership: Independent Chair (Adrian Adams); CEO and Chair roles separated .
- Overboarding policy: Directors should serve on no more than five public company boards; executive officers no more than three, including their own company; ongoing monitoring for conflicts .
Election results (June 10, 2025):
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Myles Wolf, M.D., M.M.Sc. | 119,938,011 | 31,192,948 | 38,964,524 |
Fixed Compensation (Director)
2024 cash fees (Prior Director Compensation Program):
| Component | Amount ($) |
|---|---|
| Board Annual Retainer | 50,000 |
| R&D Committee Chair | 10,000 |
| Nominating & Corporate Governance Committee Member | 5,000 |
| Total Cash Fees (Wolf) | 65,000 |
2024 total director compensation (Wolf):
| Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 65,000 | 32,100 | 40,733 | 137,833 |
Program terms (updated Jan 27, 2025):
- Initial Award: Option to purchase 214,400 shares for new directors; 3-year vesting; 10-year term .
- Annual Subsequent Awards (for continuing directors at annual meeting): Option for 53,600 shares and 35,700 RSUs; vest fully on first anniversary; 10-year option term; exercise price = fair market value at grant .
Performance Compensation (Director equity structure and terms)
| Item | 2024 Program (granted at annual meeting) | 2025 Program (Current) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual Option (Subsequent Award) | 45,000 shares | 53,600 shares | Full vest at 1st anniversary | If awards not assumed/continued/substituted, unvested portion vests at change in control |
| Annual RSU (Subsequent Award) | 30,000 units | 35,700 units | Full vest at 1st anniversary | Same as above |
| Minimum vesting rule (Plan-wide) | N/A | 1-year minimum vesting (up to 5% pool exception) | — | — |
| Repricing/Share Recycling | Repricing prohibited; no liberal share recycling | Same | — | — |
Wolf’s year-end 2024 equity position:
| Holding | Quantity |
|---|---|
| Options outstanding | 210,400 |
| RSUs outstanding | 30,000 |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Keryx | Biopharma (merged with Akebia) | Scientific advisory board member | Historical advisory role; no related-party transactions disclosed |
| Weill Cornell Medicine / NewYork-Presbyterian | Academic/Healthcare | Chair of Medicine; Physician-in-Chief | External roles; no related-party transactions disclosed |
No other current public company boards disclosed for Dr. Wolf .
Expertise & Qualifications
- Nephrology expertise across CKD spectrum; extensive patient-oriented, epidemiological, and laboratory research with leading publications (NEJM, JAMA, JCI, Circulation, JASN, etc.) .
- Recognitions: Elected to American Society of Clinical Investigation (2011) and Association of American Physicians (2017) .
- Prior advisory roles to biotechnology, pharmaceutical, and diagnostic firms on strategy, target identification, validation, and clinical development .
Equity Ownership
Beneficial ownership (as of March 31, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Myles Wolf, M.D., M.M.Sc. | 233,081 | <1% (outstanding shares: 261,644,590) |
Breakdown:
- Common shares held: 67,681 .
- Options exercisable within 60 days: 165,400 .
- RSUs held (not counted as beneficial within 60 days unless vesting imminent): 30,000 at 12/31/2024 .
Alignment and restrictions:
- Hedging and pledging of Company stock prohibited for directors under Insider Trading Compliance Policy .
- Plan limit on non-employee director compensation: $750,000 per year ($1,000,000 initial year), with independent committee administration .
Governance Assessment
- Independence and role: Wolf is an independent director, chairs R&D oversight, and serves on Nominating & Corporate Governance—positions central to pipeline diligence, scientific risk oversight, director independence, and ESG oversight .
- Engagement: Board and committees met regularly in 2024; all incumbents met at least 75% attendance; independent director sessions at regular meetings—signals active oversight .
- Compensation structure: Mix of modest cash retainers plus equity with time-based vesting; updated plan introduces 1-year minimum vesting, prohibits repricing, and disallows liberal share recycling—shareholder-friendly design; director equity aligns with stockholder outcomes while limiting windfalls .
- Shareholder signals: Wolf was re-elected in 2025 with 119.9M “For” vs. 31.2M “Withheld” votes, indicating support with a notable withheld minority typical in biotech governance contexts; say-on-pay passed (For: 110.7M), suggesting general investor acceptance of pay practices .
- Conflicts/related parties: No related-party transactions involving directors disclosed since 2023; formal policy requires Audit Committee/Board review and approval; Nominating & Corporate Governance Committee oversees independence/conflict management .
RED FLAGS
- None disclosed for pledging/hedging, option repricing, or related-party transactions involving Dr. Wolf. Company policy explicitly prohibits hedging/pledging and repricing; related-party transaction governance in place .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay (advisory) approved: For 110,676,718; Against 39,006,990; Abstain 1,447,251; Broker non-votes 38,964,524 .
- 2025 Plan Amendment (increase share reserve; add stockholder-friendly provisions) approved: For 102,750,481; Against 48,208,800; Abstain 171,678; Broker non-votes 38,964,524 .
Compensation Committee Analysis (context)
- Compensation Committee comprises independent directors (Chair: Cynthia Smith); uses independent consultant (Pearl Meyer); no interlocks with management; emphasizes risk controls, clawback for executives, and prohibition on hedging/pledging .
Notes on Committee Charters Relevant to Wolf
- Research & Development Committee (Chair: Wolf) oversees R&D strategy and objectives, emerging scientific trends, competitiveness and progress of product candidates, and contract manufacturing—direct link to scientific governance and value creation .
- Nominating & Corporate Governance Committee (Member: Wolf) manages director qualifications, committee membership, governance principles, director education, ESG oversight, and evaluation processes—supports board effectiveness and independence .
Director Compensation Program Details
| Element | Description |
|---|---|
| Initial non-employee director option | 214,400 shares (prior: 180,000); 3-year vesting; 10-year term; FMV exercise price |
| Annual option + RSU (Subsequent Awards) | 53,600 options + 35,700 RSUs at annual meeting (prior: 45,000 options + 30,000 RSUs); 1-year vest |
| Change-in-control (director awards) | If not assumed/continued, unvested Initial/Subsequent Awards vest in full |
| Cash retainers | Board: $50k; Chair add: $35k; Audit member $10k/chair $20k; Compensation member $7.5k/chair $15k; Nominating member $5k/chair $10k; R&D member $5k/chair $10k |
Related Policies
- Insider Trading Compliance Policy: Prohibits hedging and pledging; margins/collateral disallowed .
- Clawback: Dodd-Frank compliant for executive officers; plan requires participants to be bound by clawback policies; non-employee director awards granted under plan are subject to plan terms .
- Overhang/Burn rate and share reserve oversight: Company disclosed detailed equity usage and added minimum vesting and no liberal share recycling provisions to address dilution concerns .
Governance Conclusion
Dr. Wolf’s profile (independent director with deep nephrology leadership) and committee roles (R&D chair; Nominating member) strengthen scientific and governance oversight. Compensation mix is modest cash plus time-based equity with shareholder-friendly plan safeguards; no hedging/pledging or related-party issues disclosed. Re-election support and say-on-pay approval indicate investor confidence, while ongoing attention to dilution and equity plan design reflects responsiveness to stockholder sentiment .