Keli Walbert
Apellis PharmaceuticalsAbout Keli Walbert
Independent director at Apellis Pharmaceuticals since 2025; age 58. She joined the Board on January 8, 2025 and serves on the Compensation, Compliance, and Nominating & Corporate Governance Committees. Education: B.A., University of Louisville; M.S., Northwestern University. Expertise includes commercial leadership and product launch across nephrology, ophthalmology, neurology and rare diseases, having led launches of TEPEZZA, UPLIZNA (Horizon), DUOPA and HUMIRA (AbbVie) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics | Executive Vice President, US Commercial | 2019–2023 | Led commercial launches of TEPEZZA and UPLIZNA; extensive commercial strategy execution |
| AbbVie | Executive roles | 2015–2017 | Led DUOPA and HUMIRA commercial initiatives |
| American Medical Association | Executive role | 2006–2007 | Industry association experience |
| Abbott Laboratories | Commercial roles | 2001–2006 | Pharma commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women in Healthcare (non-profit) | Board/Leadership | Not disclosed | Only non-profit listed; no current public company directorships disclosed |
Board Governance
- Committee assignments: Compensation (member; joined March 2025), Compliance (member; joined March 2025), Nominating & Corporate Governance (member; joined March 2025). 2024 meeting cadence: Compensation 6x; Compliance 4x; Nominating 1x (Walbert joined in 2025) .
- Independence: Board determined all directors other than CEO are independent under Nasdaq and Exchange Act rules; Walbert is independent .
- Board structure and attendance: Board met seven times in 2024; each director met ≥75% attendance; independent directors held five executive sessions. Chair is independent; company separates CEO and Chair roles; no Lead Independent Director given independent chair .
- Governance documents: Committee charters and Code of Business Conduct posted on website; annual self-evaluations overseen by Nominating & Corporate Governance .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Board annual cash retainer (member) | $50,000 | Paid quarterly, prorated for partial service |
| Board chair additional retainer | $33,750 | Not applicable to Walbert (not chair) |
| Audit Committee (member/chair) | $12,500 / $12,500 | Walbert not on Audit |
| Compensation Committee (member/chair) | $10,000 / $10,000 | Walbert is member |
| Compliance Committee (member/chair) | $7,500 / $7,500 | Walbert is member |
| Nominating & Corp Gov (member/chair) | $7,500 / $7,500 | Walbert is member |
| Reimbursement | Reasonable travel/out-of-pocket | Standard director expenses |
Performance Compensation
| Grant Type | Grant Date | Quantity/Value | Price/Term | Vesting |
|---|---|---|---|---|
| Initial Option | Jan 8, 2025 | 15,388 shares | $33.00 strike; 7-year term | 1/3 on each of first, second, third anniversaries; full acceleration on change in control |
| Initial RSUs | Jan 8, 2025 | 9,090 shares | N/A | 100% on first anniversary; directors may elect deferral; full acceleration on change in control |
| Annual Director Option (program) | Jan 1, 2025 | 11,199 shares | Black‑Scholes value $200k | Quarterly vest within year; for directors serving ≥6 months by Jan 1 |
| Annual Director RSUs (program) | Jan 1, 2025 | 6,267 shares | Fair value $200k | 1‑year cliff; for directors serving ≥6 months by Jan 1 |
- Change-in-control terms: Director equity awards vest in full upon a change in control (single-trigger for directors) .
- Equity award mix: Options and RSUs; no director PSUs. 2025 shift to PSUs applies to executives, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed |
| Private/non-profit boards | Women in Healthcare (non-profit) |
| Interlocks/conflicts | No disclosed interlocks with competitors/suppliers/customers; no related-party transactions involving Walbert reported |
Expertise & Qualifications
- Commercial strategy and product launch expertise in nephrology, ophthalmology, neurology, rare diseases; led launches of TEPEZZA, UPLIZNA, DUOPA, HUMIRA .
- Education: B.A., University of Louisville; M.S., Northwestern University .
- Board skills: Compensation, compliance oversight, governance contributions per committee assignments .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Keli Walbert | — | — | As of March 31, 2025, no shares/derivatives counted as beneficial ownership within 60 days (initial grants unvested/unexercisable) |
- Stock ownership guidelines: Non‑employee directors must hold shares worth ≥3x annual cash retainer; five-year compliance window from when subject to the policy. As of Dec 31, 2024, directors and executives met guidelines; Walbert (joined 2025) has five years to comply .
- Hedging/pledging: Directors/officers prohibited from hedging and pledging company stock; Audit Committee may grant exceptions for pledging with demonstrated capacity. In 2024, an exception was granted to another director (Machiels); no exception disclosed for Walbert .
Governance Assessment
- Board effectiveness and fit: Walbert brings directly relevant commercial leadership in ophthalmology and nephrology—aligned with SYFOVRE and EMPAVELI portfolio—and was promptly placed on Compensation, Compliance, and Nominating & Governance, signaling high expected engagement .
- Independence and attendance: Independent under Nasdaq/SEC rules; Board evidences strong attendance and independent executive sessions; chair is independent—positive governance posture .
- Ownership alignment: Initial grants (options and RSUs) establish alignment; however, beneficial ownership shows no reportable holdings within 60 days of March 31, 2025, with guideline compliance expected over five years. Investors may monitor build-up of owned shares versus reliance on unvested awards .
- Compensation structure: Cash retainers and annual equity grants are market-typical; independent consultant (Pay Governance) reviewed program, with no 2025 changes—stable approach. Single-trigger vesting upon change in control for director equity is a potential red flag for shareholders focused on strict pay-for-performance alignment .
- Conflicts/related-party risk: No disclosed related-party transactions involving Walbert; company maintains formal related-person review policy through Audit Committee .
- Shareholder signals: 2024 say‑on‑pay approval of 89.9% indicates constructive shareholder sentiment on pay practices; advisory vote frequency set annually, consistent with board recommendation .
RED FLAGS
- Director equity awards vest in full upon change in control (single-trigger) rather than double-trigger—can be viewed as shareholder-unfriendly in some governance frameworks .
- Zero reported beneficial ownership as of March 31, 2025; monitor progress toward director ownership guideline (≥3x retainer within five years) for alignment .
Positive Signals
- Strong domain expertise aligned with Apellis’ therapeutic focus; immediate multi-committee engagement suggests board values her operational experience .
- Board independence and governance infrastructure (charters, code, executive sessions) support oversight quality .
Appendix: Company-Level Context Relevant to Compensation Governance
- Director compensation program reviewed with Pay Governance; 2025 program unchanged (cash retainers; annual option and RSU grants) .
- Executive PSUs introduced for 2025 with TSR percentile targets and negative TSR cap—demonstrates strengthening pay-for-performance on management compensation (context for Compensation Committee oversight, not applied to directors) .
- Compensation peer group updated for 2025 (added Axsome, Biocryst, Madrigal; removed Exelixis, Sarepta, United Therapeutics)—useful context for Compensation Committee benchmarking .