Seth Harrison
About Seth Harrison
Seth L. Harrison, M.D., is an independent Class II director of Akero Therapeutics serving since April 2019 (and previously from January 2017 to June 2018); his current term runs through the 2027 annual meeting. He is 64 years old as of April 10, 2025, and is the managing partner of Apple Tree Partners (ATP) since 1999, with an M.D. and M.B.A. from Columbia and an A.B. from Princeton. The Board has determined he is independent under Nasdaq and SEC rules, and directors attended at least 75% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akero Therapeutics | Director (prior service) | Jan 2017 – Jun 2018 | Early governance involvement before current term |
| Apple Tree Partners (ATP) | Managing Partner | 1999 – present | Venture investing in early-stage life sciences, including Akero |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stoke Therapeutics, Inc. (Nasdaq: STOK) | Director | Past five years | Public company oversight in biotech |
| Harrison Atelier Foundation | Director | Current | Non-profit board service |
| Tortoise Foundation | Director | Current | Non-profit board service |
Board Governance
- Committee assignments: Served on the Compensation Committee until resignation effective June 30, 2024; not listed as current member of Audit or Nominating & Corporate Governance Committees.
- Independence: Board deems all non-employee directors, including Dr. Harrison, to be independent under Nasdaq and SEC rules.
- Attendance: Each director attended at least 75% of aggregate board and applicable committee meetings in 2024; board met four times, audit met four times, compensation met five times, nominating met two times.
Fixed Compensation
| Component | Structure/Amount | 2024 Actuals |
|---|---|---|
| Board cash retainer | $40,000 annual for members | Fees paid in cash: $43,750 |
| Committee member fees | Compensation: $7,500; Audit: $10,000; Nominating: $5,000 | Served on Compensation Committee until 6/30/2024 (partial-year eligibility) |
| Committee chair fees | Compensation Chair: $15,000; Audit Chair: $20,000; Nominating Chair: $10,000 | Not applicable to Harrison in 2024 |
| Meeting fees | Not specified; policy uses retainers | Not disclosed |
| Equity (Director) | Grant Design | 2024 Grant Value |
|---|---|---|
| Annual option award | 26,000 options granted each annual meeting; vests in full upon earlier of 1-year anniversary or next annual meeting (time-based) | Option awards (grant-date fair value): $434,632 |
- Total 2024 director compensation (cash + option grant fair value): $478,382.
Performance Compensation
| Metric/Structure | Director Plan Usage |
|---|---|
| Performance-based equity or cash metrics (e.g., revenue, TSR, ESG) | None disclosed for directors; annual option grants are time-based, not performance-conditioned |
- Hedging/Pledging: Company policy prohibits short sales, hedging and pledging of Company stock by directors.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Indicator |
|---|---|---|
| Apple Tree Partners | Managing Partner; ATP invests in early-stage life sciences, including Akero | Affiliation with an investor in Akero may present perceived conflicts; Board affirms independence under Nasdaq/SEC rules |
| Stoke Therapeutics (public) | Director | External public-company commitments reviewed under governance guidelines |
| Harrison Atelier Foundation; Tortoise Foundation | Director | Non-profit roles; no related-party transactions disclosed with Akero |
Expertise & Qualifications
- Venture investing and board oversight in life sciences; ATP managing partner since 1999.
- Medical and business training (Columbia M.D./M.B.A.; Princeton A.B.).
- Prior surgical internship at Presbyterian Hospital in NYC.
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Direct holdings | 136,301 | Owned by Dr. Harrison |
| Indirect holdings | 148,063 | Les Pommes LLC, family LLC; Dr. Harrison is manager |
| Options exercisable ≤60 days (as of Apr 10, 2025) | 108,000 | Included in beneficial ownership |
| Total beneficial ownership | 392,364 | “Less than 1%” of outstanding shares (79,679,222) |
| Option status detail (12/31/2024) | 82,000 exercisable; 26,000 unvested | Aggregate 108,000 options outstanding |
| Pledging/Hedging | Prohibited by policy | Applies to directors |
Insider Trades
| Filing | Date | Note |
|---|---|---|
| Form 4 (Seth L. Harrison) | June 5, 2025 | Referenced in 8-K “Participants in the Solicitation”; transaction details not disclosed in proxy/8-K excerpts |
Governance Assessment
- Independence and engagement: Independent under Nasdaq/SEC; met attendance thresholds; current committee workload reduced after 6/30/2024 resignation from Compensation Committee—potentially sharpening independence optics.
- Pay mix alignment: 2024 compensation heavily equity-oriented via standard director option grant; cash fees consistent with policy (member retainer + committee fees).
- Ownership alignment: Holds direct and indirect shares plus options; beneficial ownership <1% but with ongoing equity exposure; pledging prohibited, supporting alignment.
- Conflicts/related parties: ATP invests “including Akero,” creating a perceived interlock; no related-party transactions >$120k disclosed involving Harrison in 2024–2025; Board explicitly considered relationships and affirmed independence.
- Signals: Committee resignation mid-2024 removes compensation-setting influence; annual option grant structure is time-based (no performance hurdles), common for directors but provides equity alignment without metric-based pay.
RED FLAGS: Affiliation with Apple Tree Partners, an investor “including Akero,” is a potential perceived conflict requiring ongoing disclosure and recusal where applicable; however, independence is affirmed and no Harrison-related party transactions are disclosed in the latest proxy.