Graham Walmsley
About Graham Walmsley
Graham L. Walmsley, M.D., Ph.D., age 38, has served on Akero Therapeutics’ board since June 2018 and is a Class II director with a term expiring at the 2027 annual meeting . He is Co‑Founder and Managing Member of Logos Capital, a biotechnology-focused hedge fund; previously Principal at Versant Ventures and Head of Business Development at Jecure Therapeutics through its acquisition by Roche/Genentech . Dr. Walmsley holds a B.A. in molecular and cell biology from UC Berkeley and an M.D./Ph.D. from Stanford University School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Logos Capital | Co‑Founder & Managing Member | Since Aug 2019 | Fundamental biotech hedge fund leadership |
| Versant Ventures | Principal | Jul 2016–Aug 2019 | Investing across funds totaling ~$1.5B AUM |
| Jecure Therapeutics | Head of Business Development | Jun 2017–Nov 2018 | BD lead through sale to Roche/Genentech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Olema Pharmaceuticals (Nasdaq: OLMA) | Director | Current | Clinical-stage biotech |
| ALX Oncology (Nasdaq: ALXO) | Director | Former | Prior directorship |
| Science 37 (Nasdaq: SNCE) | Director | Former | Prior directorship |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules; Walmsley is independent .
- Committees: Audit Committee member; Compensation Committee member (not chair) .
- Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings .
- Committee activity: Audit met 4 times; Compensation met 5 times; Nominating & Corporate Governance met 2 times in 2024 .
- Board leadership: Independent chair (Mark Iwicki); CEO and chair roles separated, emphasizing oversight .
- Related-party oversight: Audit Committee reviews and approves related person transactions under a formal policy .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Paid in Cash | 57,500 |
| Total Director Compensation | 492,132 |
Director fee schedule (policy):
- Board member annual retainer: $40,000; Audit Committee member: $10,000; Compensation Committee member: $7,500 (chairs receive higher retainers; Walmsley is a member, not a chair) .
Performance Compensation
| Equity | Grant/Status | Detail |
|---|---|---|
| Annual option award (2024) | Grant-date fair value $434,632 | Company policy grants 26,000 option shares at each annual meeting; vests fully by next annual meeting or first anniversary, subject to service |
| Option holdings (12/31/2024) | 105,832 total; 79,832 exercisable; 26,000 unvested | As of year-end 2024 |
Vesting, grant timing, and pricing:
- Director annual options vest on the earlier of first anniversary or next annual meeting; option exercise prices set at closing price on grant date; grants scheduled to avoid MNPI and blackout periods .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction |
|---|---|---|
| Logos Capital / Logos GP LLC | Walmsley is General Partner of Logos Global Management LP and managing member of Logos GP LLC | Entities affiliated with Logos GP LLC purchased 200,000 shares in Akero’s Jan 2025 offering for $9,600,000 . Walmsley/Logos beneficially own shares via Logos Global Master Fund LP (1,000,000) and Logos Opportunities Fund IV LP (200,000) . |
Potential interlock/conflict: Walmsley sits on Akero’s Audit Committee (which reviews related party transactions) while entities he manages hold and purchased Akero securities. The company’s Related Person Transaction Policy requires Audit Committee approval and assessment of arms-length terms .
Expertise & Qualifications
- Biotechnology investing and company-building: Logos Capital co-founder; prior VC investing at Versant Ventures .
- Corporate development and BD: Led BD at Jecure through sale to Roche/Genentech .
- Academic credentials: B.A. UC Berkeley; M.D./Ph.D. Stanford University School of Medicine .
Equity Ownership
| Holder/Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Graham L. Walmsley (beneficial ownership) | 1,308,000 | 1.64% | Includes 2,168 directly held; 1,000,000 shares held by Logos Global Master Fund LP; 200,000 by Logos Opportunities Fund IV LP (with Walmsley as GP of Logos Global Management LP); 105,832 options exercisable within 60 days . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Short sales, derivatives, margin use, and pledging are prohibited; policy applies to non‑employee directors . |
Governance Assessment
-
Strengths
- Independent director with deep biotech investing and BD experience; active on Audit and Compensation Committees .
- Solid attendance (≥75%) and independent board leadership structure with separate chair and CEO roles .
- Use of independent compensation consultant (Pearl Meyer) and high 2024 say‑on‑pay support (~95%), signaling investor confidence in pay programs .
- Formal related party transaction policy with Audit Committee approval requirements; structured equity grant timing to avoid MNPI .
-
Risks and RED FLAGS
- Related‑party exposure: Entities affiliated with Logos GP LLC (managed by Walmsley) purchased $9.6M of Akero securities in Jan 2025 offering; Walmsley/Logos funds hold significant stakes (aggregate beneficial ownership 1.64%) .
- Risk: Perceived conflicts while serving on the Audit Committee that oversees related‑party transactions. Mitigants: formal policy and committee review; independence affirmed under Nasdaq rules .
- Option-heavy director pay (2024 option grant fair value $434,632 vs cash $57,500) emphasizes equity alignment but could raise concerns about near‑term equity grant timing (company describes fixed schedules and pricing at market close) .
- Related‑party exposure: Entities affiliated with Logos GP LLC (managed by Walmsley) purchased $9.6M of Akero securities in Jan 2025 offering; Walmsley/Logos funds hold significant stakes (aggregate beneficial ownership 1.64%) .
-
Signals impacting investor confidence
- Equity alignment is strong via meaningful personal and fund holdings; prohibitions against hedging/pledging reinforce alignment .
- Active committee roles and attendance suggest engagement; oversight structures and independent chair support board effectiveness .
Notes on Director Compensation Structure
| Element | Policy Detail |
|---|---|
| Cash retainers | Board member $40,000; Audit member $10,000; Compensation member $7,500; higher for chairs |
| Equity | Initial 52,000 options (for new directors); annual 26,000 options granted at annual meeting; vesting as described; pricing at grant-date close |
| 2024 individual outcome | Walmsley: $57,500 cash; $434,632 option fair value; total $492,132 |
Insider-Related Transactions Snapshot
| Offering | Buyer | Securities | Consideration ($) |
|---|---|---|---|
| Jan 2025 | Entities affiliated with Logos GP LLC | 200,000 common shares | 9,600,000 |
| Jan 2025 | Entities affiliated with RTW Investments, LP | 645,920 common; 395,747 pre‑funded warrants | 49,999,976 |
| Mar 2024 | RTW Investments, LP | 1,724,137 common shares | 49,999,973 |
Section 16(a) compliance: Proxy notes certain late Forms 4 for specified executives in 2024; Walmsley is not listed among late filers in that disclosure .
Summary
- Walmsley brings relevant industry and capital markets expertise and is deemed independent, with solid engagement and committee service .
- The principal governance sensitivity is his fund affiliation and purchases in Akero offerings while serving on the Audit Committee; this is mitigated by explicit related‑party approval policies and independent board oversight .
- Director pay is equity‑weighted, aligning interests with shareholders, with policies in place to prevent opportunistic grant timing and prohibit hedging/pledging .