John Fluke Jr.
About John M. Fluke, Jr.
Independent director of Athira Pharma, Inc. (ATHA); age 82 as of the 2025 record date, serving since December 2014 (Class II director; current term expires 2025, nominated for a term through 2028). He is chairman of Fluke Capital Management, L.P., and formerly chairman/CEO of John Fluke Manufacturing Co. He holds an M.S. in Electrical Engineering from Stanford (1966) and a B.S. in Electrical Engineering from the University of Washington (1964). His board biography highlights extensive leadership and investment experience across industrials and life sciences, with prior public company board service including PACCAR Inc, among others .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Fluke Manufacturing Co. | Chairman & CEO | Until 1990 | Led growth and operations |
| Washington Technology Center (UW) | Chairman | Prior role | Oversaw technology transfer from public universities to private sector |
| Seattle Council of Boy Scouts of America | President | Prior role | Community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fluke Capital Management, L.P. | Chairman | 1976–present | Investment firm; beneficial ownership stake in ATHA disclosed via related investors’ rights agreement (expired) |
| Greater Seattle Chamber of Commerce | Trustee (former Chair) | Current | Regional civic leadership |
| Washington State China Relations Council | Former Chairman | Prior role | Trade/relations leadership |
| Museum of Flight | Trustee Emeritus | Prior role | Community engagement |
| Prior public boards: PACCAR Inc., CellCyte Genetics, Cell Therapeutics, Primus International, American Seafoods Group | Director | Prior roles | Public company governance experience |
Board Governance
- Independence: The Board determined Fluke is independent under Nasdaq rules; he serves on the Audit Committee alongside James A. Johnson (Chair) and Kelly A. Romano (2025 composition) .
- Committee assignments (2025): Audit Committee member; Audit Chair is James A. Johnson; also confirms independence and financial knowledge across committee membership .
- Committee assignments (2024): Audit Committee member with Johnson (Chair) and Grant Pickering; not listed on Compensation or Nominating committees in 2024 .
- Attendance: In 2024, the Board held seven meetings; each director attended at least 75% of Board and relevant committee meetings. Seven of eight directors attended the 2024 annual meeting .
- Board leadership: Independent Chair is Kelly A. Romano; CEO is Mark Litton; executive sessions are held by non‑employee directors .
- Re-election status: Class II nominee for 2025 annual meeting (Fluke among nominees Joseph Edelman, John M. Fluke Jr., Grant Pickering) .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Fees ($) | Total Fees Earned ($) | Notes |
|---|---|---|---|---|
| 2023 | — | — | 49,016 | Outside director fees (detail per policy below) |
| 2024 | — | — | 47,500 | Consistent with $40,000 director retainer + $7,500 Audit Committee member fee |
- Compensation policy (amended and restated; latest in Sept 2024): Cash retainers set at $40,000 per non‑employee director; Audit Committee member $7,500; Audit Chair $15,000; Board Chair $30,000; Compensation Committee member $5,000 and Chair $10,000; Nominating/Corporate Governance member $4,000 and Chair $8,000; Compliance Committee member $5,000 and Chair $10,000; paid quarterly .
Performance Compensation
| Year | Equity Type | Grant Size / Terms | Grant Date Convention | Grant Date Fair Value ($) | Vesting | Change-in-Control |
|---|---|---|---|---|---|---|
| 2023 | Stock Options | Annual award: 20,900 options to each non-employee director per policy | First trading day after annual meeting | 46,871 | Earlier of 1-year anniversary or day before next annual meeting; service-based | Full acceleration for director awards under 2020 EIP upon Change in Control |
| 2024 | Stock Options | Annual award: 20,900 options per policy; Initial award 41,800 options for new directors | First trading day after annual meeting | 43,404 | Same as above | Same as above |
- Option terms: 10-year max term; exercise price = FMV at grant; annual director awards are automatic under policy .
- Director compensation limit: Aggregate cash + equity value capped at $500,000 per fiscal year ($750,000 in first year) .
- No director RSUs/PSUs disclosed; equity is entirely stock options for non‑employee directors .
- Performance metrics: None tied to director compensation disclosed (director equity awards are time-based; performance metrics apply to executive incentive plan, not directors) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Fluke Capital Management, L.P. | Investment firm chaired by Fluke | Party to Athira’s May 29, 2020 Investors’ Rights Agreement alongside insiders and >5% holders; rights expired 3 years post-IPO, reducing ongoing related-party risk |
| Perceptive Life Sciences Master Fund Ltd. (Joseph Edelman) | >5% ATHA holder; director Edelman manages Perceptive Advisors | Disclosed significant ownership; standard governance oversight applies |
Expertise & Qualifications
- Technical and operating credentials: Long-tenured industrial operator/investor; deep governance experience across industrials and healthcare-related ventures .
- Financial oversight: Member of Audit Committee with independence qualifications; Audit Committee responsible for financial reporting oversight, related-party review, compliance policies .
- Education: M.S. EE (Stanford), B.S. EE (UW) .
Equity Ownership
| As of Date | Shares Beneficially Owned (#) | % of Shares Outstanding | Components |
|---|---|---|---|
| March 26, 2024 | 224,999 | <1% (asterisked in proxy table) | 144,884 held directly; 3,731 via Fluke Capital Management, L.P.; 76,384 options exercisable within 60 days |
- Director option holdings: As of Dec 31, 2024, Fluke held stock options to purchase 97,284 shares; Dec 31, 2023 options to purchase 76,384 shares .
- Hedging/pledging: Company policy prohibits short sales, derivatives, hedging, and pledging/margin accounts for directors, officers, employees .
Governance Assessment
- Committee effectiveness: Fluke’s long tenure and Audit Committee service contribute to financial oversight stability; Audit Committee chaired by a financial expert (Johnson) with Fluke as independent member. 2025 composition update (Romano replacing Pickering) suggests ongoing optimization of committee skills .
- Independence & attendance: Independent status affirmed; Board and committee attendance thresholds met in 2024; executive sessions maintained under independent chair leadership—positive investor confidence signals .
- Compensation alignment: Director pay is modest, cash + options; options vest time-based with change-in-control acceleration typical for retention; no meeting fees. Cash fees match committee roles exactly ($40,000 + $7,500 = $47,500 in 2024), indicating policy adherence .
- Ownership alignment: Meaningful personal holdings with exercisable options; hedging/pledging ban enhances alignment and mitigates collateral risks .
- Related-party exposure: Historical Investors’ Rights Agreement included Fluke Capital but expired; Audit Committee charged with related-party transaction review; no loans or ongoing related-party transactions disclosed—low conflict profile .
- Shareholder sentiment: 2024 meeting had strong support for all proposals (e.g., auditor ratification 27.2M For; charter exculpation amendment 19.37M For); while director election did not include Fluke in 2024 (he’s Class II), overall governance proposals received broad approval .
RED FLAGS
- None disclosed specific to Fluke (no pledging/hedging permitted; no related-party transactions reported; attendance above minimums). Monitor committee changes and any future related-person transactions via Audit Committee oversight .
Appendix: Director Compensation Policy Extracts (for reference)
- Cash retainers and committee fees schedule .
- Annual option grants and vesting mechanics; change-in-control treatment .
- Director compensation caps .
Sources: ATHA 2025 DEF 14A (Board composition, director biographies, independence, committee charters, director compensation, equity policies) ; ATHA 2024 DEF 14A (historical committee composition, director compensation, beneficial ownership, hedging/pledging policy, related-person transactions framework) ; ATHA 8-K Item 5.07 (2024 Annual Meeting voting results) .