Hoyoung Huh
About Hoyoung Huh
Hoyoung Huh, M.D., Ph.D., serves as Chairman of Akari Therapeutics’ Board since November 14, 2024; the Board has determined he is independent under Nasdaq rules and applicable SEC standards for committee independence. He is 56, with degrees in Biochemistry (A.B., Dartmouth), M.D. (Cornell University Medical College), and Ph.D. in Cell Biology & Genetics (Cornell University Sloan Kettering Institute). He is founder of Peak Bio (f/k/a pH Pharma) and a Silicon Valley healthcare/technology entrepreneur; current outside role includes Lead Director at Pliant Therapeutics (since December 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akari Therapeutics (AKTX) | Chairman of the Board | Nov 14, 2024 – present | Chairs the Board; member of Nominating & Corporate Governance Committee |
| Peak Bio Inc. (f/k/a pH Pharma) | Founder; CEO; Board Chairman | 2015 – present | Led formation/strategy; noteholder in financing later exchanged in AKTX transactions |
| Geron Corporation | Chairman of the Board | Sep 2011 – Dec 2018 | Governance leadership during pipeline transitions |
| CytomX Therapeutics, Inc. | Chairman of the Board | Feb 2012 – Dec 2018 | Oversight through clinical portfolio development |
| Rezolute, Inc. (f/k/a AntriaBio, Inc.) | Director | 2013 – Jan 2019 | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pliant Therapeutics | Lead Director | Dec 2017 – present | Public company directorship; enhances biotech governance experience |
Board Governance
- Committee assignments (as of 2025 AGM proxy): Huh sits on Nominating & Corporate Governance (N&CG); not on Audit or Compensation .
- Independence: Board determined Huh, Prudo, Bazemore, Neal, and Patel are independent; audit and compensation committees composed solely of independent directors .
- Attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings for which they were members. Audit, Compensation, and N&CG committees each met 4 times in 2024 .
- Governance mechanics: Articles require conflict disclosure, recusal from quorum/votes on matters with material interests, and permit Board authorization of conflicts with documented terms, information barriers, and withdrawal of authority; minutes must record conflict declarations .
| Committee | Role | Independence Status | 2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Member (Chair: Bazemore) | All three members independent | 4 |
| Audit | Not a member | — | 4 |
| Compensation | Not a member | — | 4 |
Fixed Compensation
- Chairman of the Board cash retainer: $100,000 per annum, paid monthly (effective Nov 14, 2024) .
- Director cash retainer program (unchanged in 2024): Board member $41,305; Audit member $7,875 (Chair $18,375); Compensation member $5,570 (Chair $11,139); N&CG member $5,570 (Chair $11,139). Directors may elect to receive retainers in fully vested ordinary shares (none elected in 2024) .
| Element | Amount | Notes |
|---|---|---|
| Chairman of the Board annual retainer | $100,000 | Paid monthly |
| Board member annual retainer | $41,305 | Paid quarterly |
| Audit Committee member | $7,875 | Chair $18,375 |
| Compensation Committee member | $5,570 | Chair $11,139 |
| N&CG Committee member | $5,570 | Chair $11,139 |
| 2024 Director Compensation (Huh) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $13,770 |
| Option Awards (grant date fair value) | $529,857 |
| Total | $543,627 |
Performance Compensation
- Director equity policy: Typical annual option grants of 5,000,000 ordinary shares for non-employee directors and 10,000,000 for the non-executive chairman; 10-year term; full vesting at the next AGM subject to continued service; vesting accelerates upon change of control .
- No performance metrics apply to non-employee director equity (time-based vesting only) .
| Metric | Target | Actual/Structure | Notes |
|---|---|---|---|
| Equity award type | Stock options | Time-based vesting; 10-year term | Vests at next AGM; accelerates on change-of-control |
| Performance conditions | None | Not applicable | Director awards are not performance-linked |
Other Directorships & Interlocks
| Company | Role | Interlocks/Overlap | Risk/Notes |
|---|---|---|---|
| Pliant Therapeutics | Lead Director | None disclosed with AKTX suppliers/customers | External public board; governance experience |
| Peak Bio Inc. | Founder; Chairman/CEO | Peak Bio merged into Akari (Nov 14, 2024) | Related-party financing via Peak Bio note exchanges; see RPT section |
Expertise & Qualifications
- Advanced scientific training (MD/PhD) and biopharma board leadership experience (Geron, CytomX, Rezolute, Pliant) .
- Not designated Akari’s audit committee financial expert; that designation is held by Sandip I. Patel, Chair of Audit Committee .
Equity Ownership
- Large beneficial stake; combination of direct shares, options, and warrants; includes interests through Hannol Ventures LLC where Huh is sole member. Certain warrants excluded due to 9.99% beneficial ownership cap .
| Metric | May 15, 2025 | Oct 31, 2025 |
|---|---|---|
| Total beneficial ownership (ordinary shares) | 10,179,064,250 | 10,643,504,000 |
| Beneficial ownership (%) | 15.7% (based on 64,352,739,523 shares) | 14.7% (based on 71,479,461,523 shares) |
| Direct shares held of record | 9,391,708,000 | 9,391,708,000 |
| Options exercisable within 60 days | 464,960,250 | 929,400,000 |
| Warrants exercisable within 60 days | 103,482,000 | 103,482,000 |
| Shares via Hannol Ventures LLC | 218,914,000 | 218,914,000 |
| Excluded due to 9.99% cap (warrants) | Up to 3,571,428,000 (disclaimed) | Up to 3,571,428,000 (disclaimed) |
Additional reference: As of Dec 31, 2024, Huh held options to purchase 704,400,000 ordinary shares; other directors’ option counts disclosed, with Peak Bio options assumed at merger closing .
Related-Party Transactions (RPTs) and Conflicts
- March 2025 Private Placement: Company sold ADSs and warrants; Huh agreed to purchase $1.0 million of units, satisfied by cancelling and extinguishing $1.0 million of notes previously issued to him by Peak Bio in January 2024 (assumed by Akari). Net proceeds approx. $5.6 million (net of the $1.0 million note termination). Placement agent fees ~$0.4 million; 172,344 ADSs issued to Paulson (fair value ~$0.2 million) .
- August 2025 Notes Offering: Unsecured promissory notes with 20% original issue discount; Huh purchased $1.25 million principal note for $1.0 million, satisfied via $162,567 cash plus cancellation of $837,433 Peak Bio note principal and accrued interest; Series A warrants extension from 2026 to 2030 for certain investors (including directors). Advisory fees to Paulson (5%) on gross cash proceeds .
- Governance controls: Audit Committee (independent) reviews/approves related party transactions under SEC/Nasdaq definitions; Company code requires disclosure and recusal from decisions affecting personal interests .
Insider Trades and Trading Plans
| Period | Rule 10b5-1 Plan Adoption/Modification/Termination |
|---|---|
| Q2 2025 | None by directors or officers during the quarter |
Governance Assessment
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Strengths
- Independent Chairman with deep biotech governance experience and scientific credentials; formal committee independence and robust Articles on conflict management (disclosure, recusal, quorum and voting restrictions) .
- High ownership alignment (14.7–15.7% beneficial stake) and active participation in financing to support liquidity; chair retainer disclosed; director equity policy is transparent with standard vesting/change-of-control terms .
-
Risks / RED FLAGS
- Large-shareholder Chairman engaged in repeated financings and note exchanges tied to Peak Bio obligations (assumed by Akari), including warrant expiration extensions to 2030 for certain investors—presents perceived and actual related-party conflict risk; reliance on director-linked capital raises may affect minority-holder confidence .
- Significant derivative exposure from options/warrants; exclusions under 9.99% caps underscore potential for future dilution if caps are lifted or adjusted .
- No disclosed director-specific performance metrics; compensation primarily time-based options—reasonable for directors but provides limited direct pay-for-performance linkage beyond share price .
-
Mitigants
- Independent Audit/Comp committees; formal RPT review process; Articles empower Board to authorize conflicts with documented conditions, including information barriers and voting restrictions; minutes record conflict declarations .
Overall, Huh brings credible biotech governance and significant alignment through ownership; however, his dual role as large shareholder and Chairman across multiple financing transactions—especially those connected to prior Peak Bio notes—warrants continued scrutiny of RPT approvals, disclosure quality, and minority protections to sustain investor confidence .