Michael Kishbauch
About Michael Kishbauch
Independent director of Astria Therapeutics (ATXS) since April 2016; age 76 at the June 2025 meeting (Board granted a waiver to the standard retirement-at-75 guideline). MBA from Wharton and BA in Biology from Wesleyan; former CEO of Achillion Pharmaceuticals, founder/CEO of OraPharma, and senior roles at MedImmune .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achillion Pharmaceuticals | President & CEO | 2004–2013 | Led growth; later director through January 2020 |
| OraPharma | Founder; President & CEO | 1996–2004 (acquired by J&J in 2003) | Built commercial-stage oral health business |
| MedImmune | Senior management | Not specified | Biotech operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achillion Pharmaceuticals | Director | 2004–2020 | Board oversight in biopharma |
| Progenics Pharmaceuticals | Director | 2013–2019 | Board oversight in biopharma |
Board Governance
- Independence: Board determined all directors other than the CEO (Milne) are independent; Kishbauch meets heightened independence for the Compensation Committee .
- Committee roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee (Bate chairs) .
- Attendance and engagement: Board met 12 times in 2024; each director attended ≥75% of Board/committee meetings. All directors attended the annual meeting in 2024 . In 2023, Board met 17 times; ≥75% attendance; all directors attended annual meeting .
- Leadership structure: Separate Chair (Kenneth Bate) and CEO roles, enhancing oversight .
- Retirement guideline waiver: Board waived mandatory retirement at 75 to renominate Kishbauch at 76, citing continuity and expertise—note as a policy exception .
- Compensation consultant: Aon engaged; Board/committee reviewed independence—no conflicts identified .
Fixed Compensation
Director cash retainers and fees (Michael Kishbauch):
| Metric | 2023 | 2024 |
|---|---|---|
| Board Member Cash Retainer ($) | $40,000 | $40,000 |
| Compensation Committee Chair Fee ($) | $10,000 | $10,000 |
| Nominating Committee Member Fee ($) | $4,000 | $4,000 |
| Total Cash Fees ($) | $54,000 | $54,000 |
| Option Awards (FASB ASC 718 fair value) ($) | $103,671 | $86,980 |
| Total Director Compensation ($) | $157,671 | $140,980 |
Program fee schedule evolution:
| Fee Component | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Board Member ($) | $40,000 | $40,000 | $40,000 |
| Board Chair ($) | $75,000 | $75,000 | $75,000 |
| Audit Committee Member/Chair ($) | $7,500 / $20,000 | $7,500 / $20,000 | $10,000 / $20,000 |
| Compensation Committee Member/Chair ($) | $5,000 / $10,000 | $5,000 / $10,000 | $7,500 / $15,000 |
| Nominating Committee Member/Chair ($) | $4,000 / $8,000 | $4,000 / $8,000 | $5,000 / $10,000 |
| Science & Technology Member/Chair ($) | $7,500 / $15,000 | $7,500 / $15,000 | $7,500 / $15,000 |
Performance Compensation
Annual director option grant levels (for non-employee directors with ≥6 months service):
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Annual Option Grant (shares) | 14,100 | 14,100 | 26,550 |
| Initial Appointment Grant (shares) | 28,200 | 28,200 (e.g., granted to Agarwal) | 53,100 |
| Vesting | Annual grants vest in full after 1 year; initial grants vest in equal annual installments over 3 years |
Option vesting status for Kishbauch (as of Dec 31, 2024):
- Held options to purchase 56,256 shares; 42,156 vested; 14,100 scheduled to vest on June 5, 2025 .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Achillion Pharmaceuticals | Prior | Director (2004–2020) | Executive and board experience |
| Progenics Pharmaceuticals | Prior | Director (2013–2019) | Board oversight |
No current public company directorships disclosed for Kishbauch in 2024–2025 proxy materials .
Expertise & Qualifications
- Biopharmaceutical CEO and founder with commercialization and corporate development track record (Achillion, OraPharma; MedImmune roles) .
- Education: MBA (Wharton); BA Biology (Wesleyan) .
- Board qualification: Extensive entrepreneurial and managerial experience in biopharma; selected for compensation leadership (Compensation Committee Chair) .
Equity Ownership
| Metric | As of Apr 14, 2025 |
|---|---|
| Total Beneficial Ownership (shares) | 56,256 |
| Ownership % of outstanding | <1% (asterisked in table) |
| Options Exercisable vs. Unexercisable | 42,156 vested; 14,100 unvested (vest June 5, 2025) |
| Anti-hedging/pledging policy | Company prohibits short sales; derivative hedging absent Audit Committee approval; prohibits margin use; pledging requires Audit Committee approval |
Say-on-Pay & Shareholder Feedback
| Item | 2024 Meeting (June 5, 2024) | 2025 Meeting (June 11, 2025) |
|---|---|---|
| Say-on-pay votes (For / Against / Abstain / Broker non-votes) | 40,882,888 / 5,346,924 / 6,448 / 4,868,967 | 43,538,692 / 6,611,451 / 5,139 / 3,401,529 |
| Director election result (Kishbauch) | N/A (Class III cycle) | Elected: For 42,381,788; Withheld 7,773,494; Broker non-votes 3,401,529 |
Compensation Committee Analysis
- Members: Kishbauch (Chair), Beck, Callori, Cole (Cole added Oct 2024) .
- Responsibilities: Executive compensation approvals, succession planning, incentive plan administration, director compensation reviews .
- Consultant: Aon; committee concluded no conflicts of interest .
- Peer group methodology revisions across 2023–2024 documented; compensation program targets market comparability .
Board Governance Details
| Topic | 2023 | 2024 |
|---|---|---|
| Board meetings held | 17 | 12 |
| Compensation Committee meetings | 4 | 5 |
| Nominating & Corporate Governance meetings | 3 | 2 |
| Attendance | Each director ≥75% of meetings | Each director ≥75% of meetings |
| Annual meeting director attendance | All directors attended | All directors attended |
Governance Assessment
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Alignment: Strong independence; clear separation of Chair/CEO; robust anti-hedging/anti-pledging policy; director equity grants align interests via options (time-based vesting) .
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Committee effectiveness: Kishbauch chairs Compensation Committee through compensation plan expansions and equity pool increases; consultant oversight and documented peer benchmarking support process rigor .
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Shareholder signals: High say-on-pay support in 2024 and 2025 indicates investor confidence in compensation governance .
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RED FLAGS:
- Retirement age waiver: Board exception to age-75 guideline for Kishbauch’s renomination (age 76). While justified for continuity and late-stage development expertise, it’s a deviation from stated governance guidelines—monitor succession planning and refresh practices .
- Option-only director equity: Continued reliance on stock options (no RSUs/DSUs disclosed for directors) can encourage risk-taking vs. holding power. The 2025 increase in grant sizes (26,550 annual; 53,100 initial) raises dilution but is peer-rationalized—monitor dilution and vesting outcomes .
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Conflicts/related-party: No related-party transactions disclosed for Kishbauch in reviewed sections; committee independence affirmed. Note that Beck received consulting payments in 2023; Board considered independence in that context (not applicable to Kishbauch) .
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Risk oversight: Board/committees actively oversee risk (audit, comp, nominating, science & tech); attendance thresholds met, supporting engagement .