Tomas Heyman
About Tomas Heyman
Independent director of Akero Therapeutics since 2020; age 69; veteran pharma dealmaker and operator. Former President of Johnson & Johnson Development Corporation (corporate VC), long-time Global Head of Business Development for Janssen, and former CEO of Janssen Pharmaceutica NV. Law degree (KU Leuven) with post-graduate studies in International Law (Geneva) and Business Management (University of Antwerp) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson Development Corporation | President (corporate venture capital) | Apr 2015 – Sep 2019 | Led J&J’s venture investing footprint |
| Janssen Global Services (Pharmaceuticals Group) | Global Head of Business Development | Mar 1992 – Mar 2015 | Led pharma BD for Janssen, extensive dealmaking |
| Janssen Pharmaceutica NV (Belgium) | Chief Executive Officer | Nov 2008 – Nov 2016 | Country-level CEO/operations leadership |
External Roles
| Company/Org | Role | Status | Notes |
|---|---|---|---|
| OptiNose, Inc. (Nasdaq: OPTN) | Director | Current | Public biopharma board |
| Legend Biotech Corp. (Nasdaq: LEGN) | Director | Current | Public cell therapy company board |
| Exelixis, Inc. (Nasdaq: EXEL) | Director | Current | Public oncology company board |
| Primmune Therapeutics | Director | Current | Private company board |
| IMEC VZW (Belgium) | Board member | Current | Non-profit research org |
| Invivyd, Inc. (Nasdaq: IVVD) | Director | Former | Formerly Adagio Therapeutics |
| Xilio Therapeutics, Inc. (Nasdaq: XLO) | Director | Former | Public biotech |
Board Governance
- Board class/tenure: Class III director; director since 2020; nominated for re-election at 2025 annual meeting to serve until 2028 if elected .
- Independence: Board determined all directors except the CEO are independent (includes Heyman) .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member and Chair .
- Attendance: Each director attended at least 75% of board and assigned committee meetings in 2024; Board met 4x, Audit 4x, Nominating & Governance 2x .
- Board leadership: Independent Chair (Mark Iwicki), separate from CEO .
Fixed Compensation
| Item | Amount | Period/Terms |
|---|---|---|
| Fees Paid in Cash (Heyman) | $60,000 | 2024 total director cash fees |
| Non-employee director retainers (policy) | Board Chair $70,000; Member $40,000 | Annual cash retainers |
| Committee retainers (policy) | Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 | Annual cash retainers |
Notes: Heyman’s $60,000 cash aligns with Board member retainer ($40k) + Audit member ($10k) + Nominating & Governance Chair ($10k) .
Performance Compensation
| Equity Element | Shares/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual option award (policy) | 26,000 options | Vests in full by earlier of 1-year or next annual meeting; granted each annual meeting to non-employee directors | Policy terms |
| 2024 option award (Heyman) | $434,632 (grant date fair value) | Stock options; grant-date fair value per ASC 718 | 2024 director award value |
| Option holdings (12/31/2024) | 69,000 options (43,000 exercisable; 26,000 unvested) | As of year-end 2024 | Status by exercisable/unvested |
The director program uses time-based vesting; no performance metrics are tied to director equity awards .
Other Directorships & Interlocks
- Current public boards: OPTN, LEGN, EXEL .
- Potential interlocks/conflicts: No related-party transactions disclosed involving Mr. Heyman; the company’s related party section lists 2024 and 2025 financing participants, none of which identify Mr. Heyman, and states no qualifying transactions with directors beyond those disclosed .
- Independence preserved despite multiple outside boards; Board annually evaluates director time commitments under Corporate Governance Guidelines .
Expertise & Qualifications
- Deep pharma BD and venture investing expertise (Janssen BD head; J&J corporate VC president) and operational leadership (CEO Janssen Pharmaceutica NV) .
- Education: Master of Law (KU Leuven); post-grad International Law (Geneva) and Business Management (University of Antwerp) .
- Audit Committee service indicates financial and compliance oversight exposure; Audit financial expert designation resides with Jane Henderson .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Tomas Heyman | 69,000 | <1% | Options exercisable within 60 days of April 10, 2025 |
| Options detail (12/31/2024) | 43,000 exercisable; 26,000 unvested | — | Year-end option status |
- Hedging/pledging: Company policy prohibits hedging and pledging by non-employee directors; use of margin or pledges is banned under the Insider Trading Policy .
- Ownership guidelines: No director ownership guideline disclosed; executive ownership and clawback policies are described, with a Nasdaq/SEC-compliant compensation recovery policy adopted Sept 13, 2023 (executives) .
Governance Assessment
-
Strengths
- Independent director with extensive BD and governance experience; chairs Nominating & Corporate Governance and serves on Audit, supporting board effectiveness and oversight .
- Clean related-party profile; no disclosed transactions involving Heyman; robust related-person review via Audit Committee policy .
- Anti-hedging/pledging policy applies to directors, supporting alignment with shareholders .
- Board structure includes independent Chair separate from CEO, enhancing oversight .
- Shareholder support context: Prior say-on-pay approval ~95% in 2024 indicates positive investor sentiment toward compensation governance (company-wide signal) .
-
Watch items
- Multiple concurrent public company directorships (OPTN, LEGN, EXEL) increase time commitments; board guidelines monitor overboarding risk, but investors may scrutinize bandwidth during periods of heightened activity .
- Director equity is time-based (not performance-conditioned); while market standard, it provides limited pay-for-performance linkage at the director level .
RED FLAGS: None identified specific to Heyman (no attendance shortfalls, no pledging disclosed, no related-party transactions involving him) .