Victoria Vakiener
ARROWHEAD PHARMACEUTICALSAbout Victoria Vakiener
Independent director of Arrowhead Pharmaceuticals since 2022; age 61. She chairs the Nominating Committee and serves on the Audit Committee, with prior senior commercial leadership roles at Epizyme and Johnson & Johnson/Janssen; BS in Biochemistry from Albright College . The Board classifies her as independent under Nasdaq rules; Arrowhead’s independent directors meet in regular executive sessions, and she attended 100% of Board and committee meetings in fiscal 2024, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epizyme, Inc. | Chief Commercial Officer | Nov 2018 – Sep 2021 | Built commercial org; launched TAZVERIK for two indications within six months |
| Janssen (Johnson & Johnson) | Multiple senior roles (e.g., Oncology Global Commercial Leader; VP Oncology Marketing) | Various, incl. 2014–2018; 2018–2020 | Led global strategy and multiple oncology launches |
| Schering-Plough | Scientific and commercial roles | 9 years | Early pharma experience |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Chimerix, Inc. (Nasdaq: CMRX) | Director (Class II) | 2021–2025 (as of Apr 16, 2025 filing) | Board membership; committee responsibilities disclosed at Chimerix across Audit/Nominating/Compensation, with committee grid showing service and chairing; details by year available in 10-K/A |
Board Governance
- Committee assignments: Nominating Committee Chair; Audit Committee member in FY2024 and FY2025 .
- Attendance: 100% of Board and committee meetings in FY2024 .
- Independence: Majority independent Board; Vakiener independent; independent committees; regular executive sessions .
- Board leadership: CEO also serves as Chair; Lead Independent Director role in place (Waddill) to balance governance .
Fixed Compensation
| Component | FY2023 Amount | FY2024 Amount | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $80,000 | $80,000 | Applies to all non-employee directors |
| Committee chair fees (Audit) | $5,000 (program level) | $5,000 (program level) | Audit Chair fee; Vakiener is Nominating Chair; Nominating chair fee not listed |
| Compensation Chair fee | $5,000 (program level) | $5,000 (program level) | Not applicable to Vakiener |
Arrowhead’s director program emphasizes retainers and equity, with no meeting fees disclosed; structure unchanged from 2019 through FY2024 .
Performance Compensation
| Award Type | Grant/Measurement | FY2023 Value | FY2024 Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Grant date fair value | $265,721 | $380,833 | One-year vest; continued service required |
| Options (director grants) | Grant date fair value | $113,881 | — (no FY2024 option grant shown) | Non-employee director options vest in one year (historical grants) |
As of FY2024 year-end, Vakiener held 24,722 RSUs outstanding and 4,593 options outstanding; RSUs generally vest after one year; options reflect prior-year grants .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Chimerix, Inc. | External public board service | No Arrowhead-disclosed related-party dealings linked to Vakiener; Arrowhead audit committee reviews related-party transactions; none disclosed involving her . |
Expertise & Qualifications
- Deep commercial leadership in oncology and biopharma; scientific development experience; board and executive leadership credentials .
- Biochemistry degree underpins technical understanding .
Equity Ownership
| Metric | FY2024 (Record: Jan 10, 2024) | FY2025 (Record: Jan 17, 2025) | Notes |
|---|---|---|---|
| Beneficial shares | 36,721 (<1%) | 37,944 (<1%) | Percent of outstanding shares based on respective record shares |
| RSUs outstanding (aggregate) | 18,145 | 24,722 | RSUs vest one year; counts at fiscal year-end |
| Options outstanding (aggregate) | 4,593 | 4,593 | Historical grants; vesting one year at grant (prior program) |
| Hedging/Pledging | Hedging prohibited; pledging limited to up to 75% of owned and vested shares with Board approval | Same | Insider trading policy and governance practices restrict misalignment |
Governance Assessment
- Strengths: Independent director with 100% attendance and active leadership (Nominating Chair), plus Audit Committee membership supporting oversight. Equity-heavy director pay (RSUs) aligns with long-term shareholder interests; no director consulting or related fees; robust related-party review; hedging prohibited and pledging restricted .
- Considerations: Arrowhead does not disclose director-specific stock ownership guidelines (CEO/CFO only); directors may pledge limited shares with Board approval—investors often prefer zero-pledge policies . Combined CEO/Chair structure mitigated by a Lead Independent Director; still a governance preference trade-off for some investors .
- Pay trends: Vakiener’s equity grant value rose from $265,721 in FY2023 to $380,833 in FY2024 while cash retainer remained $80,000, indicating increased equity weighting consistent with alignment objectives .
- Shareholder signals: Arrowhead’s 2024 Say-on-Pay received 94% support, reflecting positive shareholder sentiment toward compensation governance broadly (not director-specific) .
RED FLAGS: None disclosed specific to Vakiener (no related-party transactions, no Section 16 delinquencies). Broader items to watch include the absence of director ownership guidelines and the allowance of limited pledging under Board approval .
Appendix: Company Governance Context
- Board independence and executive sessions affirmed; proxy access in place; strong committee independence .
- Audit Committee report confirms oversight and KPMG engagement; committee composition includes Vakiener .
All information above is sourced from Arrowhead’s 2025 DEF 14A and prior proxy disclosures; external role details at Chimerix from its SEC 10-K/A as cited.