Jane Henderson
About Jane Henderson
Independent director (Class I) at Akero Therapeutics since April 2019; age 59 as of April 10, 2025. Background spans nearly 20 years in healthcare investment banking and senior finance roles (CFO/CBO) at multiple biopharma companies; currently CFO of Apogee Therapeutics (since Jan 2023). Education: B.S. in psychology, Duke University. Designated “audit committee financial expert” by Akero’s board, reflecting deep finance and audit expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Therapeutics | Chief Financial Officer | Jan 2023–present | Senior finance leadership at public biotech; cross-company capital markets exposure |
| Adagio Therapeutics (Invivyd predecessor) | CFO & Chief Business Officer | Dec 2020–Nov 2022 | Led finance and BD through COVID-19 antibody development period |
| Turnstone Biologics | Chief Financial Officer | Jun 2018–Dec 2020 | Built finance function at immuno-oncology company |
| Voyager Therapeutics | CFO & SVP Corporate Development | Jan 2017–Jun 2018 | Finance + corp dev oversight in gene therapy |
| Kolltan Pharmaceuticals | CFO & SVP Corporate Development | Feb 2013–Nov 2016 | Company sold to Celldex; executed strategic transaction |
| Various biopharma + 20 years investment banking | Finance/BD/executive roles; healthcare investment banking | Prior to 2013 | Deep capital markets and transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cargo Therapeutics (Nasdaq: CRGX) | Director | Current | Public biopharma board seat |
| Ventus Therapeutics, Inc. (private) | Director | Current | Private biopharma board seat |
| Sesen Bio (Nasdaq: SESN) | Director | Prior | Historical public board service |
| IVERIC bio (Nasdaq: ISEE) | Director | Prior | Historical public board service |
Board Governance
- Committees: Audit (Chair); Nominating & Corporate Governance (Member). Audit Committee met four times in FY2024; Nominating & Corporate Governance met two times .
- Independence: Board determined all non-employee directors, including Henderson, are independent (Nasdaq and SEC standards) .
- Attendance: Board met four times in 2024; each director attended at least 75% of aggregate board and committee meetings served .
- Board leadership: Independent chair (Mark T. Iwicki); CEO separate from chair, enhancing oversight .
Fixed Compensation
| Component | Policy/Amount | FY2024 Actual (Henderson) |
|---|---|---|
| Board annual cash retainer (member) | $40,000 policy | $65,000 fees paid in cash |
| Committee chair—Audit | $20,000 policy | Included in cash fees |
| Committee member—Nominating & Corporate Governance | $5,000 policy | Included in cash fees |
| Meeting fees | None | N/A |
| Reimbursements | Reasonable travel & out-of-pocket expenses reimbursed | As incurred |
Notes: Akero’s non-employee director compensation policy pays cash retainers by role and committee; no separate meeting fees .
Performance Compensation
| Component | Grant/Value | Vesting/Performance Metrics |
|---|---|---|
| Annual director option grant | 26,000 options each annual meeting; one-time initial 52,000 options for new directors | Annual options vest in full by first anniversary or next annual meeting; initial options vest monthly over 3 years; time-based, no performance conditions |
| FY2024 option grant (fair value) | $434,632 (Henderson) | Time-based; no TSR/financial hurdles. Hedging/pledging prohibited for directors |
Akero’s director equity is exclusively time-based; no disclosed performance metrics (e.g., TSR, clinical milestones) are tied to director equity grants .
Other Directorships & Interlocks
- Current public boards: Cargo Therapeutics. Private board: Ventus Therapeutics .
- Internal interlocks: Audit Committee includes Henderson (Chair), Chou, Heyman, Walmsley; Compensation Committee separate (Iwicki Chair) .
- Investor-related: Major holders (Wellington, RTW, Janus Henderson, General Atlantic, BlackRock) participated in 2024/2025 offerings; no related-party transactions disclosed involving Henderson .
Expertise & Qualifications
- Finance/Audit expertise: Designated “audit committee financial expert” .
- Industry: Extensive biopharma finance and corporate development across gene therapy, immunology, oncology .
- Education: B.S., psychology, Duke University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 96,797 | All attributable to options exercisable within 60 days |
| Ownership % of shares outstanding | <1% | Asterisk indicates <1% |
| Vested vs. unvested (as of 12/31/2024) | 70,797 vested; 26,000 unvested | Option detail from director compensation table footnote |
| Hedging/pledging | Prohibited | Company insider trading policy for directors |
Governance Assessment
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Strengths
- Independence and financial rigor: Henderson is independent and serves as Audit Chair; designated audit financial expert, indicating strong oversight capability over financial reporting, controls, and auditor interactions .
- Attendance and engagement: At least 75% attendance in 2024; Audit Committee met four times, indicating regular oversight cadence .
- Pay structure aligned with market: Cash retainers by role; annual option grants with standardized vesting; no hedging/pledging allowed; minimal perquisites .
- No related-party transactions: Proxy indicates none since Jan 1, 2024 involving directors (including Henderson) beyond disclosed offerings to institutional holders .
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Potential investor considerations
- Ownership alignment: Beneficial ownership is entirely via options and represents <1% of outstanding shares, which may be seen as modest “skin-in-the-game” despite standard director equity grants .
- External time commitments: Active CFO at Apogee Therapeutics and current external board roles may raise time-commitment questions; however, Akero’s governance guidelines affirm regular review of directors’ outside commitments and sufficiency of time devoted by current directors .
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Shareholder sentiment signals
- Say-on-pay outcomes (context): 2024 say-on-pay approval ~95% (strong support) and 2025 advisory vote approval 60,698,263 for vs. 1,199,541 against (continued support for compensation governance), indicating overall confidence in pay practices and board oversight .
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RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or attendance shortfalls for Henderson. The proxy states no material legal proceedings for directors and prohibits hedging/pledging for directors .