Kenneth Bate
About Kenneth Bate
Kenneth Bate, age 74, is Chair of the Board and an independent director of Astria Therapeutics (ATXS). He has served on the Board since January 2014, was Co‑Chair from February 2016 to February 2019, and Chair since February 2019. Bate’s background spans operating, finance, and commercial leadership roles, including CEO of Archemix and NitroMed; CFO and head of commercial operations at Millennium; and CFO then head of commercial operations at Biogen. He holds an MBA from Wharton and a BA in chemistry from Williams College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Inc. | CFO; then Head of Commercial Operations | Not disclosed | Senior finance and commercial leadership experience |
| Millennium Pharmaceuticals | CFO; then Head of Commercial Operations | Not disclosed | Senior finance and commercial leadership experience |
| NitroMed, Inc. | President & CEO | Not disclosed | Operating and transactional leadership |
| Archemix Corp. | President & CEO | Not disclosed | Operating and transactional leadership |
| JSB‑Partners LLC | Co‑founder (banking/advisory for life sciences) | Not disclosed | Strategic and capital markets advisory |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Madrigal Pharmaceuticals, Inc. | Director | Current | Not disclosed |
| AVEO Pharmaceuticals, Inc. | Director | Served within last five years | Not disclosed |
| Genocea Biosciences, Inc. | Director | Served within last five years | Not disclosed |
| Epizyme, Inc. | Director | Served within last five years | Not disclosed |
Board Governance
- Board leadership is separated (Chair vs. CEO); Bate is the current Chair, enhancing oversight and independence from management .
- Committee assignments:
- Audit Committee: Member; designated “audit committee financial expert” by the Board .
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Not a member (members: Beck, Callori, Cole, Kishbauch) .
- Science & Technology Committee: Not a member .
- Independence: The Board determined Bate (and all non‑employee directors) are independent under Nasdaq and SEC standards .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting in person .
- Tenure/term: Class II director, term expires at the 2026 annual meeting ; service since January 2014 .
- Retirement policy: Corporate governance guidelines mandate retirement at age 75 unless the Board grants an exception; Bate is 74 (Board has previously granted a waiver for a different director exceeding the threshold) .
Fixed Compensation
| Component (2024 Program) | Amount (USD) | Notes |
|---|---|---|
| Board Chair annual retainer | $75,000 | Chair premium vs. member retainer $40,000 |
| Audit Committee member fee | $7,500 | Member annual fee |
| Nominating & Corporate Governance Committee chair fee | $8,000 | Chair annual fee |
| Total cash fees earned (2024) | $90,500 | Implies Chair + Audit member + NCG chair |
2025 program changes (effective Jan 1, 2025):
- Audit Committee member fee increased to $10,000; chair unchanged at $20,000 .
- Compensation Committee member fee increased to $7,500; chair increased to $15,000 .
- Nominating & Corporate Governance Committee member fee increased to $5,000; chair increased to $10,000 .
- Board Chair and member retainers unchanged at $75,000 and $40,000, respectively .
Performance Compensation
| Equity Component | Details | Valuation/Count |
|---|---|---|
| Annual director stock option grant (June 5, 2024) | 14,100 options; vests in full after one year (cliff) (vesting date June 5, 2025), subject to continued service | Included in total option awards; fair value for 2024 shown below |
| 2024 option awards (grant‑date fair value) | Aggregate grant‑date fair value for Bate’s 2024 director options | $86,980 |
| Total options held (as of 12/31/2024) | 56,332 options; 42,232 vested; 14,100 scheduled to vest on June 5, 2025 | Counts as of 12/31/2024 |
| 2025 expected annual director grant (program) | 26,550 options to each eligible non‑employee director on/around annual meeting; vests in full after one year | Program count (applies to eligible directors) |
| Initial appointment grant (program, effective 2025) | 53,100 options for newly appointed directors; vests in equal annual installments over three years | Program count |
Director equity awards are time‑vested stock options; no performance metrics (TSR, revenue, etc.) are tied to director compensation grants under the disclosed program .
Other Directorships & Interlocks
| Company | Relationship to ATXS | Note |
|---|---|---|
| Madrigal Pharmaceuticals, Inc. | External board where Bate currently serves | No ATXS‑specific related‑party linkage disclosed in proxy section excerpts provided |
| AVEO, Genocea, Epizyme | External boards served in last five years | Historical service; no ATXS transaction ties disclosed in excerpts |
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC/Nasdaq criteria) .
- Operating, finance, commercial, and transactional leadership across multiple biopharma companies; multi‑company CFO/CEO pedigree .
- Education: MBA (Wharton), BA Chemistry (Williams College) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of April 14, 2025) | 56,332 |
| Ownership % of shares outstanding | <1% (proxy indicates “*” less than 1%) |
| Composition of beneficial ownership | Consists of stock options exercisable within 60 days of April 14, 2025 |
| Options vested vs. to vest (12/31/2024) | 42,232 vested; 14,100 scheduled to vest on June 5, 2025 |
| Shares pledged/hedged | Not disclosed in provided proxy excerpts |
Governance Assessment
- Board effectiveness: Separation of Chair/CEO roles with Bate as Chair supports independent oversight; Bate’s deep finance/operating background and “financial expert” designation strengthen audit oversight .
- Independence and engagement: Board determined Bate is independent; Board met 12 times in 2024 with ≥75% attendance per director; all directors attended the annual meeting .
- Compensation & alignment: 2024 cash retainer mix aligns with leadership responsibilities (Chair + committee roles); equity via time‑vested options enhances alignment but lacks performance conditions typical for executive pay; 2025 program increases option sizes and committee fees to maintain market competitiveness per Aon benchmarking .
- Ownership signal: Beneficial ownership is comprised of exercisable options (<1% of outstanding), indicating limited direct share ownership; alignment relies on option exposure and future vesting rather than substantial direct holdings .
- Tenure risk/continuity: With a policy mandating retirement at age 75 unless waived and Bate at 74, near‑term succession planning for Board Chair and NCG chair roles is prudent; Board has previously granted a waiver for another director, suggesting flexibility if continuity is prioritized .
- Shareholder sentiment: 2025 say‑on‑pay vote passed (For: 43,538,692; Against: 6,611,451; Broker non‑votes: 3,401,529; Abstain: 5,139), indicating broad support for compensation governance overall .
Potential RED FLAGS to monitor: low direct share ownership (alignment primarily via options) ; approaching age‑based retirement threshold affecting Chair succession . No specific related‑party transactions involving Bate were disclosed in the excerpts reviewed; the audit committee (including Bate) oversees approval/ratification of related person transactions .