James Johnson
About James A. Johnson
Independent director, age 68, serving on Athira Pharma’s board since August 2020. Former multi-time public-company CFO (NanoString Technologies, ZymoGenetics, Relypsa, Targeted Genetics) with IPO and capital markets experience; designated the board’s audit committee financial expert. Holds a B.A. in business administration from the University of Washington (1979). Committees: Audit (Chair), Compensation (Member), Compliance (Member). Independence affirmed by the board under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nohla Therapeutics | Chief Financial Officer | Jan 2018–Aug 2019 | CFO experience in cell therapy; finance leadership in private biotech |
| NanoString Technologies | Chief Financial Officer | Oct 2012–Dec 2017 | Led finance from private stage through IPO and follow-on financings (third IPO of his CFO career) |
| Relypsa, Inc. | Chief Financial Officer | Not disclosed | CFO of clinical-stage biopharma; capital markets and operations experience |
| ZymoGenetics, Inc. | Chief Financial Officer | ~10 years; until Oct 2010 (acquired by Bristol-Myers Squibb) | Long-tenured CFO; through acquisition |
| Targeted Genetics Corporation (renamed Armata Pharmaceuticals) | Chief Financial Officer | 7 years | CFO in gene therapy; extended finance tenure |
| Immunex Corporation | Vice President of Finance | Not disclosed | Finance leadership during evolution from product development to commercial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Board Governance
- Board structure: Independent chair (Kelly A. Romano); CEO and Chair roles separated; executive sessions of non-employee directors held periodically .
- Independence: Johnson deemed independent; also meets Rule 10A‑3 audit independence; serves as audit chair and audit financial expert .
- Committees and roles:
- Audit Committee: Chair; members—Johnson, Fluke, Romano; 5 meetings in FY2024 .
- Compensation Committee: Member; Chair—Barbara Kosacz; 4 meetings in FY2024 .
- Compliance Committee: Member; established Sept 2024, first convened Feb 2025; Chair—Michael Panzara .
- Attendance: Board held 7 meetings in FY2024; each director attended at least 75% of board and applicable committee meetings; 7 of 8 directors attended 2024 annual meeting .
Fixed Compensation
| Component (Policy) | Policy Rate ($/yr) | Johnson Role | FY2024 Cash Paid ($) |
|---|---|---|---|
| Board retainer | 40,000 | Director | 61,495 (aggregate fees earned/pd in cash) |
| Audit Committee Chair | 15,000 | Chair | Included in FY2024 cash total |
| Audit Committee Member | 7,500 | — (Chair only gets chair fee) | N/A per policy structure |
| Compensation Committee Member | 5,000 | Member | Included in FY2024 cash total |
| Compliance Committee Member | 5,000 | Member | Included in FY2024 cash total |
| Meeting fees | Not specified | — | Not applicable (policy uses retainers) |
Notes:
- Fees paid quarterly in arrears and prorated; chairpersons receive only chair fee (not member fee) for that committee .
- Policy amended and restated over time with independent consultant Pearl Meyer; initial design with Aon Radford .
Performance Compensation
| Equity Component | Johnson’s 2024 Grant Fair Value ($) | Policy Terms | Vesting | Option Terms | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Stock options (Annual Award) | 43,404 (grant-date fair value) | Annual Award: 20,900 options each year after annual meeting; Initial Award: 41,800 options upon becoming non‑employee director | Annual Award vests by next annual meeting or 1-year from grant; Initial Award vests 1/36 monthly | 10-year term; strike = FMV on grant date | Non‑employee director awards accelerate vesting in full upon Change in Control (if still serving) |
- Director compensation limit: ≤$500,000 total per fiscal year; $750,000 cap in initial year (equity valued at grant-date fair value under GAAP) .
Other Directorships & Interlocks
| Entity | Overlap | Governance Interlock |
|---|---|---|
| Athira Audit Committee | Johnson (Chair), Fluke, Romano | Financial reporting oversight; Johnson is audit financial expert |
| Athira Compensation Committee | Johnson (Member), Kosacz (Chair), Pickering | Executive/director pay oversight; uses external consultant |
| Athira Compliance Committee | Johnson (Member), Panzara (Chair) | Oversight of scientific integrity, healthcare regulatory compliance; first convened Feb 2025 |
| External public boards | None disclosed for Johnson | — |
Expertise & Qualifications
- Audit committee financial expert designation; financial sophistication under Nasdaq rules .
- Capital markets and IPO experience (led NanoString IPO; third IPO as CFO); multi‑company CFO tenure in biotech, gene therapy, and life sciences tools .
- Business/finance education (B.A., University of Washington) .
Equity Ownership
| Holder | Shares Owned Directly | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| James A. Johnson | 5,000 | 97,284 | 102,284 | <1% (asterisk denotes <1%) |
- As of the April 4, 2025 record date; 39,042,445 shares outstanding .
- Insider Trading Policy prohibits hedging, short sales, pledging, and margin accounts in company securities, supporting alignment (no pledging allowed) .
Governance Assessment
- Independence and roles: Independent director; Audit Chair and designated financial expert—positive for board effectiveness and financial oversight .
- Engagement: Meets attendance thresholds; serves on three committees (audit chair; compensation member; compliance member), indicating active governance involvement .
- Compensation mix: Director comp balanced between cash retainers and time‑vested options; 2024 cash fees $61,495 and option grant fair value $43,404—equity enhances alignment, though awards are time‑based rather than performance‑conditioned .
- Ownership alignment: Beneficial ownership is modest (<1%), comprised largely of options; insider policy bans pledging/hedging, mitigating misalignment risks .
- Conflicts/related‑party: No Johnson‑specific related‑party transactions disclosed; investor rights agreement parties listed did not include Johnson—low conflict risk .
- RED FLAGS: None disclosed regarding legal proceedings, SEC investigations, pledging, option repricing, or low say‑on‑pay; company implemented clawback policy covering accounting and scientific retractions which strengthens governance controls .