Frank Anders Wilson
AlkermesAbout Frank Anders Wilson
Frank Anders “Andy” Wilson (age 66) is Alkermes plc’s Lead Independent Director and Chair of the Audit and Risk Committee; he has served on the Board since September 2019 and was elected Lead Independent Director in December 2023 . He is designated the Board’s audit committee financial expert and is independent under Nasdaq rules; standing committees are composed solely of independent directors . Wilson is a certified public accountant and former CFO of PerkinElmer (2009–2018), with prior senior finance and investor relations roles at Danaher, AlliedSignal (now Honeywell), PepsiCo, E.F. Hutton, and KPMG, bringing deep finance, capital allocation, and investor-facing experience to Alkermes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PerkinElmer, Inc. | Chief Financial Officer & SVP | 2009–2018 | Oversaw growth strategy; finance; investor relations |
| Danaher Corporation | Corporate VP Investor Relations; business development & finance roles | 1997–2009 | Strategic planning; IR; BD |
| AlliedSignal (Honeywell) | VP Finance & CFO, Commercial Avionics Systems | Prior to 1997 | Division CFO leadership |
| PepsiCo, Inc. | Finance & strategic planning roles | Prior to AlliedSignal | VP Finance at Pepsi-Cola North America |
| E.F. Hutton; KPMG Peat Marwick | Finance/Accountancy roles | Early career | CPA; controllership experience |
External Roles
| Company | Ticker | Role | Since |
|---|---|---|---|
| Cabot Corporation | CBT | Director | Sept 2018 |
| Novanta Inc. | NOVT | Director | May 2021 |
| Sparton Corporation (prior) | — | Director; Chairman of the Board | 2015–early 2019 |
Board Governance
- Independence and leadership: Independent director; Lead Independent Director since Dec 2023; chairs executive sessions of non‑employee directors after each in‑person Board meeting .
- Audit & risk oversight: Chair of Audit and Risk Committee; designated audit committee financial expert; committee held 4 meetings in 2024; oversees ERM, cybersecurity, non‑financial reporting assurance, and PwC engagement .
- Capital allocation: Member, Financial Operating Committee (4 meetings in 2024) overseeing profitability, capital structure, M&A, financing, and returns of capital; committee recommended 2024 $400M share repurchase and early retirement of ~$290M debt .
- Attendance: In 2024, each director attended ≥75% of aggregate Board and assigned committee meetings; Board held 4 regular meetings; independent director executive sessions followed each in‑person Board meeting .
- Shareholder engagement: Lead Independent Director participated in investor outreach; Board achieved ~98% say‑on‑pay support and ~97.5% average support for director elections at the 2024 AGM .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $74,000 | Includes first five regular Board meetings; $3,500 per meeting thereafter |
| Lead Independent Director retainer | $40,000 | Annual cash fee |
| Audit & Risk Committee Chair | $25,000 | Annual cash fee |
| Audit & Risk Committee Member | $15,000 | Not applicable to Wilson as Chair |
| Financial Operating Committee Member | $12,000 | Annual cash fee |
| 2024 Total Cash Fees (actual) | $150,170 | Reflects role‑based retainers and any pro‑rations |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Valuation Details | Vesting |
|---|---|---|---|---|
| RSUs (Annual Grant) | May 31, 2024 | 8,013 | Grant date fair value $23.40/share | Vest in full 1‑year from grant |
| Stock Options (Annual Grant) | May 31, 2024 | 17,492 | Est. grant date fair value $10.72/option; exercise price at grant FMV | Vest in full 1‑year from grant; 10‑year term |
| Director equity mix | 2024 program | 50% RSUs / 50% options | Equity values unchanged since 2018; share counts derived from closing price & Black‑Scholes | Annual Grants vest time‑based (no performance metrics) |
Performance metrics tied to director compensation: None disclosed; non‑employee director equity vests time‑based (annual RSUs/options), without performance hurdles .
Other Directorships & Interlocks
| Relationship Type | Details |
|---|---|
| Outside public boards | Cabot (CBT), Novanta (NOVT) |
| Overboarding policy compliance | Max 3 outside boards for non‑employee directors; Wilson serves on 2 outside boards plus ALKS; Board states all directors complied in 2024 . |
| Related party/transactions | No related‑person transactions >$120,000 since Jan 1, 2024; Audit & Risk Committee reviews related parties quarterly . |
Expertise & Qualifications
- CPA; extensive CFO and finance leadership; investor relations and strategic planning experience; BD/M&A and capital markets exposure .
- Audit committee financial expert designation under Sarbanes‑Oxley; chairs Audit & Risk Committee .
- Industry governance: seasoned public company director with prior board chair experience .
Equity Ownership
| Metric | Amount |
|---|---|
| Issued Ordinary Shares owned | 24,995 |
| Ordinary Shares issuable within 60 days (options/RSUs) | 140,039 |
| Total beneficial ownership | 165,034; less than 1% of outstanding |
| Outstanding RSUs (12/31/2024) | 8,013 shares |
| Outstanding Stock Options (12/31/2024) | 157,531 shares |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Ownership Guidelines | Directors must hold ≥3x annual retainer; all directors/officers in compliance as of Jan 2, 2025 |
Insider Trades
- Section 16 compliance: Company reports all director/officer filings timely in 2024, with one late Form 4 for an executive (not Wilson); no Wilson delinquencies noted .
Governance Assessment
- Strengths and signals of effectiveness:
- Independent Lead Director with active agenda‑setting, executive session leadership, and shareholder engagement responsibilities codified in Charter; provides robust counterbalance to combined CEO/Chair structure .
- Audit & Risk chair and financial expert overseeing ERM, cybersecurity, and assurance across financial and sustainability reporting; signed Audit Committee Report (process rigor) .
- Capital discipline via Financial Operating Committee participation—repurchase authorization and debt retirement executed in 2024 .
- Alignment: meaningful equity holdings; time‑based annual RSU/option grants; compliance with ownership guidelines; hedging/pledging prohibited .
- Attendance/engagement: ≥75% meeting attendance; executive sessions after each in‑person Board meeting; high shareholder support on say‑on‑pay and director elections .
- Potential conflicts/RED FLAGS:
- Overboarding risk appears limited (two outside boards vs. policy max three); no related‑party transactions identified; no hedging/pledging permitted—no conflict signals observed .
- Director compensation is standard market mix; no perquisites; equity vests time‑based—no performance metric dilution risk at director level .