Steven C. Gilman, Ph.D.
Akebia TherapeuticsAbout Steven C. Gilman, Ph.D.
Independent Class I director at Akebia Therapeutics since December 2018 (merger with Keryx); age 72; term runs to the 2027 annual meeting. Career R&D leader and former public-company CEO with >30 years in drug discovery, anti-infectives, and development leadership; B.A. in microbiology (Miami University of Ohio), M.S./Ph.D. in microbiology (Penn State), post-doctoral training at Scripps. Authored 60+ publications; inventor on seven patents. The Board deems him independent under Nasdaq rules. Retirement age (72) was deferred in March 2025 given contributions and continued ability to serve.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ContraFect Corporation (public) | Chairman & CEO | 2016–2019 | Led clinical-stage anti-infectives strategy |
| Cubist Pharmaceuticals | EVP, R&D & Chief Scientific Officer | 2008–2015 | R&D leadership until acquisition by Merck |
| ActivBiotics, Inc. (private) | Chairman & CEO | 2004–2008 | Led company operations and strategy |
| Millennium Pharmaceuticals | VP & GM, Inflammation (various senior roles) | Prior to 2004 | Senior leadership across therapeutic areas |
| Pfizer Global R&D | Group Director | Prior to Millennium | Led discovery in immunology and antibacterials |
| Wyeth; Cytogen; Temple Medical School; Connecticut College | Scientific/business/academic appointments | Prior roles | Broad scientific and academic experience |
| Keryx Biopharmaceuticals | Director | 2016–2018 | Served until merger with Akebia |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| SCYNEXIS, Inc. | Director | Current (public company) |
| Vericel Corporation | Director | Served until April 30, 2025 (public company) |
| Lakes Environmental Association | Board member | Current (non-profit) |
| Prior: ContraFect; Momenta; MassBIO; PSU Biotech Advisory Board; Northeastern Drug Discovery Advisory Board | Director/Board roles | Historical board service |
Board Governance
- Independence: Board determined all directors other than CEO John P. Butler are independent; Gilman is independent.
- Committee assignments (all-independent committees):
- Compensation Committee: Member (Chair: Cynthia Smith)
- Research & Development Committee: Member (Chair: Myles Wolf)
- Attendance and meetings: Board met 7 times in 2024; each incumbent director attended at least 75% of Board/committee meetings; independent director sessions generally held at every regular Board meeting. Compensation Committee met 4 times; R&D Committee met 4 times. All directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Adrian Adams); CEO and Chair roles separated to reinforce oversight.
- Overboarding and retirement: Policy limits public boards (≤5 for directors; ≤3 if an active public-company executive). Retirement age generally 72; Board deferred retirement for Dr. Gilman in March 2025.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Non-employee director retainer |
| Committee retainers (cash) | Compensation member $7,500; R&D member $5,000 | Aligns with Gilman’s committee roles |
| Gilman 2024 cash actually paid | $62,500 | Sum of board + committee retainers |
| 2024 Stock awards (RSUs) | $32,100 (grant-date fair value) | Annual RSU grant under program |
| 2024 Option awards | $40,733 (grant-date fair value) | Annual option grant under program |
| Total 2024 director comp (Gilman) | $135,333 | Cash + equity fair values |
Program terms
- Prior Director Compensation Program (2024): Annual “Subsequent Awards” of 45,000 stock options and 30,000 RSUs to eligible continuing directors; options 10-year term, FMV strike; RSUs/options vest in full on the first anniversary. Initial director option grant of 180,000 options, vesting over three years (33⅓% at year 1; remainder quarterly to year 3).
- Current Program (effective Jan 27, 2025): Annual awards increased to 53,600 options and 35,700 RSUs; initial director option grant increased to 214,400 options. Same 1-year vest for annual awards; 3-year vest for initial grant; options 10-year term at FMV.
- Change-in-control: If awards are not assumed/continued or substituted by the acquirer, any unvested Initial/Annual director awards vest in full at change in control.
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance metrics for director pay | None disclosed; non-employee director equity is time-based (no performance-vesting). |
| Clawback policy | Company adopted a Dodd-Frank compliant Compensation Recovery Policy in Nov 2023 applicable to executive officers; equity plan further provides participants (including directors) agree to be bound by any company clawback policy. |
| Minimum vesting | Amended plan includes one-year minimum vesting, with limited 5% pool exception. |
| Director pay cap | Aggregate annual cash + equity to an incumbent non-employee director capped at $750,000 ($1,000,000 in first year). |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | SCYNEXIS (current); Vericel (through April 30, 2025) |
| Compensation Committee interlocks | None reported; no officers serving on interlocking boards/committees. |
| Overboarding | Company policy enforces limits; Board monitors compliance; no exceptions noted for Gilman. |
Expertise & Qualifications
- Deep R&D leadership across discovery to late-stage development; anti-infectives focus; senior roles at Cubist, Millennium, Pfizer.
- Academic and scientific credentials: B.A. (Miami University of Ohio); M.S./Ph.D. (Penn State); postdoc at Scripps; >60 publications; 7 patents.
- Prior CEO/Chair experience at public and private biotechs; prior Keryx director (pre-merger).
Equity Ownership
| As of date | Beneficial ownership | Breakdown | Ownership % |
|---|---|---|---|
| March 31, 2025 | 289,933 shares | 87,130 common shares; 202,803 options exercisable within 60 days | <1% |
| December 31, 2024 (holdings detail) | Options: 247,803; RSUs: 30,000 | Point-in-time holdings per director comp table footnote | n/a |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors; also prohibits holding in margin accounts. |
No related-party transactions involving Dr. Gilman are disclosed; the Audit Committee oversees a related-person transaction policy for items >$120,000, reviewed/approved only if in stockholders’ best interests.
Governance Assessment
- Strengths
- Independent director with relevant therapeutic and R&D oversight experience; serves on Compensation and R&D committees (both fully independent).
- Solid engagement: Board met 7 times in 2024 with ≥75% attendance by all directors; committees (Comp and R&D) met 4 times each.
- Shareholder-aligned director pay features: no repricing, no liberal share recycling, 1-year minimum vesting, director pay cap, and CoC vesting only if awards are not assumed.
- Risk controls: hedging/pledging prohibitions; clawback policy (for executives) and plan acknowledgment of clawbacks for participants.
- Potential flags to monitor
- Retirement deferral at age 72 indicates a governance exception; Board formally reviewed and deferred retirement for Gilman given contributions.
- Equity program dilution expanded in 2025 (new share request), though framed with governance safeguards; monitor director equity usage and overall dilution impact.
- Multiple outside boards (SCYNEXIS; Vericel through April 2025) plus Akebia—still within overboarding policy; continue to monitor time commitments and potential information interlocks.
Director Compensation (Detail for 2024)
| Metric | Amount |
|---|---|
| Fees earned/paid in cash | $62,500 |
| Stock awards (RSUs) – grant-date FV | $32,100 |
| Option awards – grant-date FV | $40,733 |
| Total | $135,333 |
Program mechanics supporting the 2024 amounts:
- Cash retainer components: Board $50,000; Compensation Committee member $7,500; R&D Committee member $5,000.
- Annual equity construct (2024 program): 45,000 options + 30,000 RSUs granted to eligible continuing directors; 1-year vest; options 10-year term at FMV.