Adeoye Olukotun
Director at ARWR
Board
About Adeoye Olukotun
Adeoye Olukotun, MD, MPH, age 80, has served as an independent director of Arrowhead Pharmaceuticals since 2020. He co-chairs the Science Committee and serves on the Nomination Committee. A Mayo Clinic–trained cardiologist, he is CEO of CR Strategies, LLC (clinical trial design and FDA strategy) since 2001, previously CEO of Epigen Pharmaceuticals (2014–2017) and Vice Board Chair of CardioVax (2012–2016); he spent 20 years in clinical development roles at Pfizer, Bristol-Myers Squibb, and Mallinckrodt, contributing to approvals including the first daily beta blocker and the first approved ACE inhibitor. He holds an MD from Albert Einstein College of Medicine and an MPH from Harvard School of Public Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epigen Pharmaceuticals, Inc. | Chief Executive Officer | 2014–2017 | Discovery-phase biotech leadership |
| CardioVax, Inc. | Vice Board Chair | 2012–2016 | Clinical-stage biopharma governance |
| Pfizer; Bristol-Myers Squibb; Mallinckrodt | Clinical development roles, multiple product approvals | ~20 years (early career) | Instrumental in approvals incl. first daily beta blocker and first approved ACE inhibitor |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) | Director | Current | Public company board |
| CR Strategies, LLC | Chief Executive Officer | Since 2001 | Private consulting firm (clinical trial/FDA strategy) |
Board Governance
- Independence: Board majority independent; all directors and nominees except CEO Christopher Anzalone are independent; non-employee directors receive no consulting or other fees beyond Board compensation .
- Committee assignments: Science Committee Co-Chair; Nomination Committee member. Science Committee members (FY2024): Ferrari (Co-Chair), Olukotun (Co-Chair), Given, Perry; FY2025 members: Ferrari (Co-Chair), Olukotun (Co-Chair), Lu, Perry . Nomination Committee members (FY2024): Perry (Chair), Ferrari, Olukotun, Vakiener, Waddill; FY2025: Vakiener (Chair), Ferrari, Olukotun, Perry, Lu, Waddill .
- Attendance: Each incumbent director attended 100% of Board and committee meetings during FY2024; all directors standing for re-election attended the 2024 annual meeting .
- Meetings: Board met 5 times in FY2024; Audit met 4 times; Compensation met 4 times; Nomination met 3 times .
- ESG oversight: Board designated Dr. Olukotun to confirm environmental and social programs align with Board expectations, signaling defined oversight responsibility .
Fixed Compensation
| Fiscal Year | Fee Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $80,000 | $380,833 | $460,833 |
- Director fee schedule (structure): Non-employee director annual retainer $80,000; additional retainers for Board Chair ($15,000) and committee chair roles (Audit and Compensation chair $5,000). No director meeting fees disclosed; average total director pay at or below 60th percentile of peer group .
Performance Compensation
- Equity structure: Non-employee director RSUs vest one year from grant date (except Dr. Lu’s onboarding grant, which vests over three years); no director PSUs disclosed; equity awards valued per ASC 718 .
- Performance metrics: No performance-tied metrics disclosed for non-employee director compensation; awards are time-based RSUs .
Other Directorships & Interlocks
| Company | Nature | Status |
|---|---|---|
| Tonix Pharmaceuticals Holding Corp. (TNXP) | External public board | Current |
| Compensation Committee Interlocks (ARWR) | Any interlocks with other entities | None in FY2024 |
Expertise & Qualifications
- Board skills matrix attributes contributions in biopharma R&D, healthcare, drug development, executive leadership, public company governance, and commercial experience .
- Cardiometabolic development depth and public health expertise highlighted in qualifications narrative .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 36,740; less than 1% of outstanding |
| Outstanding RSUs (as of FY2024 year-end) | 19,583 units |
| Outstanding options (as of FY2024 year-end) | 4,593 options |
- Ownership policy: Stock ownership guidelines disclosed for CEO (6x salary) and CFO (2x salary); director-specific ownership guidelines not disclosed. Insider trading policy prohibits shorting, options trading, margin, pledging except up to 75% of owned/vested stock with Board approval .
Governance Assessment
-
Strengths
- Deep clinical development and regulatory strategy expertise aligned with Arrowhead’s R&D-centric model; co-chairs Science Committee, enhancing technical oversight .
- Formal ESG oversight role indicates structured Board accountability beyond financial committees .
- Independence affirmed; 100% attendance in FY2024 reflects engagement and board effectiveness .
-
Risks and potential red flags
- Combined CEO/Chair structure remains in place; mitigated by Lead Independent Director and independent committees, but concentration of power warrants continued monitoring .
- Insider trading policy allows pledging up to 75% of owned and vested shares with Board approval; no pledging by Dr. Olukotun is disclosed, but policy latitude is a general governance risk factor for alignment .
- Family relationships at the company (CEO’s brother; former Chair’s brother in management) are disclosed; while unrelated to Dr. Olukotun, they indicate related-party exposure in the governance environment requiring Audit Committee oversight .
RED FLAGS to watch: CEO/Chair duality ; pledging allowance up to 75% with Board approval ; familial relationships disclosed among other insiders .
-
Compensation alignment
- Director pay is weighted toward equity ($380,833 stock awards vs. $80,000 cash in FY2024), consistent with shareholder alignment; RSUs are time-based without performance conditions .
- Average non-executive director compensation at/below 60th percentile of peer group suggests restraint; no meeting fees disclosed .
-
Independence & conflicts
- No related-party transactions or consulting fees disclosed for Dr. Olukotun; board policy mandates Audit Committee review/approval of related-party transactions and prohibits directors from serving on boards of customers/suppliers/competitors without approval .
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