Ronald E. Frieson
Akebia TherapeuticsAbout Ronald E. Frieson
Independent director at Akebia Therapeutics since November 2021; Class I term through 2027. Age 66. Currently COO of Children’s Healthcare of Atlanta (CHOA) since July 2020; previously President, Foundation & External Affairs (2015–2020) and Chief Public Policy Officer (2008–2015) at CHOA. Former BellSouth executive (President, Georgia Operations) and its first Chief Diversity Officer. Education: B.S. in Finance (University of Tennessee) and MBA in Information Systems (Georgia State) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Children’s Healthcare of Atlanta (CHOA) | Chief Operating Officer | Jul 2020–present | Operations leadership in healthcare systems |
| CHOA | President, Foundation & External Affairs | 2015–2020 | External affairs, philanthropy |
| CHOA | Chief Public Policy Officer | 2008–2015 | Public policy oversight |
| BellSouth (acquired by AT&T) | President, Georgia Operations; first Chief Diversity Officer; prior roles | n/d | Telecom operations; diversity leadership |
| Atlanta Urban League | Interim President & CEO | n/d | Community leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Krimson Community Foundation | Board Member | current | Community engagement |
| Truist Bank Atlanta | Advisory Board Member | current | Market advisory |
| Colorado Technical University | Vice Chair, Board of Trustees | current | Academic governance |
| University of Tennessee Foundation | Board Member | current | Alumni/foundation governance |
| Children’s Miracle Network | Board Member | prior | Non-profit oversight |
| Zoo Atlanta | Board Member | prior | Non-profit oversight |
| American Kidney Fund | Board of Trustees | 2006–2012 | Kidney health advocacy |
Board Governance
- Committee assignments (2025): Chair, Nominating & Corporate Governance Committee; Member, Audit Committee. All members of these committees are independent per Nasdaq and SEC rules .
- Independence: Board determined all directors except the CEO are independent; committees comprise solely independent directors .
- Attendance and engagement: Board met 7 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings. Audit Committee met 5 times; Nominating & Corporate Governance met 5 times (2024). Independent director executive sessions are held at each regularly scheduled Board meeting .
- Board leadership: Independent Chair (Adrian Adams); CEO/Chair roles separated; four standing committees chaired by independent directors .
- ESG oversight: Nominating & Corporate Governance Committee oversees corporate responsibility and sustainability initiatives .
Fixed Compensation
Frieson’s non-employee director compensation (fair values as reported):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 65,000 | 70,000 |
| All Other Compensation ($) | 2,186 | — |
Program cash retainers:
| Role | Amount ($) |
|---|---|
| Board – Non-Employee Director annual retainer (2024) | 50,000 |
| Board – Additional Chair retainer (2024) | 35,000 |
| Audit – Chair / Member | 20,000 / 10,000 |
| Compensation – Chair / Member | 15,000 / 7,500 |
| Nominating & Corporate Governance – Chair / Member | 10,000 / 5,000 |
| Research & Development – Chair / Member | 10,000 / 5,000 |
Notes: In 2023, the Board non-employee director retainer was $45,000; increased to $50,000 effective January 1, 2024 .
Performance Compensation
Frieson’s annual equity compensation (grant-date fair values):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | 36,000 | 32,100 |
| Option Awards ($) | 44,787 | 40,733 |
Annual grant structures and vesting:
| Program Element | 2024 Program | 2025 Program | Vesting |
|---|---|---|---|
| Annual Option grant (Subsequent Award) | 45,000 options | 53,600 options | 100% vests on first anniversary; 10-year term; strike = FMV at grant |
| Annual RSU grant (Subsequent Award) | 30,000 RSUs | 35,700 RSUs | 100% vests on first anniversary |
| Initial Option grant at appointment | 180,000 options | 214,400 options | 33⅓% at year 1; remainder quarterly to year 3 |
| Change-in-control treatment | Unvested Initial/Subsequent Awards vest in full if not assumed/continued/substituted at change-in-control |
Plan-level safeguards: No evergreen; no repricing; minimum 1-year vesting (with limited carve-outs); director annual cap $750,000 ($1,000,000 initial year) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Frieson in Akebia’s proxy .
- Potential interlocks/conflicts: Advisory role at Truist Bank Atlanta noted; Akebia’s related-party policy requires Audit Committee/Board review of transactions ≥$120,000 with related persons, and no related-person transactions involving Frieson are disclosed .
Expertise & Qualifications
- Healthcare operations leader (15+ years at CHOA) and diversity leadership experience (BellSouth Chief Diversity Officer), relevant to patient outcomes, access, and governance .
- Finance and information systems academic background; stakeholder and community leadership through multiple boards .
Equity Ownership
| Metric | As of 12/31/2024 | As of 3/31/2025 |
|---|---|---|
| Shares Beneficially Owned | — | 189,000; “*” less than 1% |
| Options Outstanding | 190,300 | — |
| RSUs Outstanding | 30,000 | — |
Policies: Hedging and pledging AKBA stock are prohibited for directors, officers, employees, and consultants .
Governance Assessment
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Strengths:
- Independent director with Chair role on Nominating & Corporate Governance and membership on Audit; clear alignment with governance and oversight responsibilities .
- Robust director pay structure balanced between cash retainers and time-based equity, with strengthened plan safeguards (minimum vesting, no repricing, compensation caps) enhancing shareholder protection .
- Board structure separates CEO and independent Chair; regular executive sessions of independent directors; full compliance with independence standards .
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Watch items:
- Say‑on‑pay support fell to 50.8% in 2024, indicating investor dissatisfaction with executive pay; Board responded by adding CEO PSUs tied to stock price thresholds in 2025. Continued engagement and pay-for-performance linkage will be scrutinized; Frieson’s committee (Nominating & Governance) oversees ESG and governance aspects of such responses .
- Equity usage and overhang monitored at the plan level; while director awards are modest, overall share authorization increases require ongoing communication on dilution and performance alignment .
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Conflicts/Related parties:
- No related‑party transactions involving Frieson disclosed; formal policy mandates pre‑approval and annual reviews of any such transactions, mitigating conflict risk .
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Attendance/Engagement:
- Meets attendance expectations (≥75%) alongside committee activity (Audit: 5 meetings; Nominating & Governance: 5 meetings in 2024), supporting active oversight .