Bernhardt Zeiher, M.D.
About Bernhardt Zeiher, M.D.
Independent director at Amylyx Pharmaceuticals (AMLX) since March 2024; age 61 as of April 11, 2025. Former Chief Medical Officer and President of Development at Astellas, with earlier leadership roles at Pfizer, Eli Lilly, and Merck. Education: B.S. Biology (University of Toledo), M.D. (Case Western Reserve), Internal Medicine residency (University Hospitals of Cleveland), Pulmonary & Critical Care fellowship (University of Iowa); Fellow of the American College of Physicians and the American College of Chest Physicians. Current outside public boards: Entrada Therapeutics (since Apr 2023) and Abeona Therapeutics (since Aug 2024). He is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astellas Pharma Inc. | Chief Medical Officer | Apr 2019 – Sep 2022 | Senior R&D leadership; CMO role. |
| Astellas Pharma Inc. | Chief Medical Officer & President of Development | Apr 2018 – Apr 2019 | Combined CMO/Development leadership. |
| Astellas Pharma Inc. | President of Development | 2015 – Apr 2018 | Led global development. |
| Astellas Pharma Inc. | Various roles of increasing responsibility | 2010 – 2015 | Development leadership pipeline. |
| Pfizer, Inc. | VP, Inflammation Disease Area Lead | 2009 – 2010 | Therapeutic area lead. |
| Pfizer, Inc. | Executive Director, Inflammation & Pain Clinical Development | 2006 – 2009 | Clinical development leadership. |
| Pfizer, Inc. | Senior Director, Inflammation & Pain Early Clinical Development | 2005 – 2006 | Early development leadership. |
| Eli Lilly and Company | Medical Director | 2002 – 2005 | Medical leadership. |
| Eli Lilly and Company | Head, Critical Care Clinical Research | 2001 – 2002 | Critical care research leadership. |
| Eli Lilly and Company | Clinical Research Physician | 2000 – 2001 | Clinical research. |
| Merck & Co., Inc. | Associate Medical Director | 1998 – 2000 | Medical leadership. |
External Roles
| Organization | Ticker | Role | Since |
|---|---|---|---|
| Entrada Therapeutics, Inc. | TRDA | Director | Apr 2023 |
| Abeona Therapeutics | ABEO | Director | Aug 2024 |
Board Governance
- Committee assignments and chair roles at AMLX:
- Nominating & Corporate Governance Committee – Member; committee met 3 times in FY2024.
- Science & Technology Committee – Chair; committee met 6 times in FY2024.
- Independence: Board determined all directors except the two Co-CEOs are independent; Zeiher is independent.
- Board attendance/engagement:
- Full board met 16 times in 2024; each member attended at least 75% of board and applicable committee meetings.
- Six of seven directors attended the last annual meeting (not individually identified).
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (annual/committee retainers, pro-rated as applicable) | $51,223 | Actual cash paid in 2024. |
| Director compensation policy (for reference) | Annual board retainer $45,000; Chair $82,500; Audit member $10,000/chair $20,000; Compensation member $7,500/chair $15,000; Nominating & Governance member $5,000/chair $10,000; Science & Technology member $7,500/chair $15,000. |
Performance Compensation
| Equity Element | 2024 Amount | Structure / Metrics | Vesting / Terms |
|---|---|---|---|
| Stock option award (grant-date fair value) | $108,624 | Non-employee director equity; no performance metrics disclosed for directors. | Initial Grant: lesser of 50,000 options or $570,000 FV; Annual Grant: lesser of 25,000 options or $285,000 FV. Annual vests in full by next AGM or 1-year anniversary; Initial vests 1/3 at 1 year, remainder monthly over next 2 years; full acceleration upon a “sale event.” |
| Unvested/exercisable option inventory | 55,753 unexercisable options at 12/31/2024 | Inventory at year-end (no RSUs outstanding for directors). | As per policy above. |
Note: No director RSUs outstanding as of Dec 31, 2024.
Other Directorships & Interlocks
| Company | Relationship to AMLX | Potential Interlock/Conflict Notes |
|---|---|---|
| Entrada Therapeutics (TRDA) | Unrelated public biotech; Zeiher serves as director | No AMLX-disclosed related-party transactions with Entrada. |
| Abeona Therapeutics (ABEO) | Unrelated public biotech; Zeiher serves as director | No AMLX-disclosed related-party transactions with Abeona. |
Expertise & Qualifications
- Medical and development leadership: Former Astellas CMO and President of Development; senior roles at Pfizer, Eli Lilly, Merck.
- Clinical specialization: Internal Medicine; fellowship in Pulmonary & Critical Care; fellow of ACP and ACCP.
- Education: B.S. Biology (University of Toledo); M.D. (Case Western Reserve University).
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Total beneficial ownership (shares + options exercisable within 60 days) | 35,197 (10,000 common + 25,197 options exercisable) | April 11, 2025 |
| Ownership as % of outstanding shares | <1% | April 11, 2025 |
| Options unexercisable at year-end | 55,753 | Dec 31, 2024 |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited for directors. | Policy |
Governance Assessment
- Board effectiveness signals:
- Independent director; chairs S&T Committee and serves on Nominating & Governance, aligning his pharma development expertise with AMLX’s R&D oversight needs.
- Engagement appears solid: board met 16 times in 2024 with each director meeting the ≥75% attendance threshold; S&T met 6 times; N&G met 3 times.
- Compensation and alignment:
- Director pay is a mix of cash and primarily stock options; 2024 pay was $51,223 cash and $108,624 option grant-date value; no RSUs or performance metrics disclosed for directors, standard for small/mid-cap biotech.
- Beneficial ownership shows skin-in-the-game via common shares and vested options; <1% ownership reflects typical outside director exposure.
- Conflicts and related-party exposure:
- Company discloses no related-party transactions since Jan 1, 2023; hedging and pledging are prohibited; board maintains a standing process to review related-person transactions.
- Indemnification agreements are in place, consistent with peer practice.
- Risk indicators:
- No material legal proceedings involving directors disclosed; a Dodd-Frank-compliant clawback policy is adopted (Oct 2, 2023).
RED FLAGS: None disclosed specific to Dr. Zeiher—no related-party transactions, pledging, or attendance concerns identified. Continued monitoring of multi-board obligations is prudent for bandwidth, but no AMLX-specific overboarding issue is disclosed.