Franklin Berger
About Franklin Berger
Lead Independent Director of Atea Pharmaceuticals since 2019, age 75, and Chair of the Compensation Committee while also serving on the Audit Committee; he has communicated he will not seek re‑election when his current term ends at the 2027 annual meeting . Education includes BA and MA from Johns Hopkins University and MBA from Harvard Business School; background spans decades in life sciences capital markets and equity research leadership at JPMorgan and Salomon Brothers . As Lead Independent Director, he presides over executive sessions, approves Board agendas/schedules, and serves as liaison between independent directors and the CEO/Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FMB Research LLC | Founder & Managing Director | 2005–present | Life sciences finance expertise; capital allocation oversight |
| Sectoral Biotechnology Fund | Co‑Portfolio Manager | 2007–2008 | Managed ~$7B biotech fund; small‑cap NEMO fund founder |
| JPMorgan Securities | MD, Head of Biotech Equity Research | 1998–2003 | Involved in >$12B biotech equity/linked issuances |
| Salomon Brothers | MD, Head of Biotech Equity Research | 1997–1998 | Research leadership |
| Josephthal & Co. | Biotech Equity Research Analyst | 1991–1997 | Led fundraising/underwriting groups |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Essa Pharma (EPIX) | Director | 2015–present | Public biopharma board experience |
| Kezar Life Sciences (KZR) | Director | 2016–present | Governance and finance expertise |
| Satellos Bioscience (MSCL) | Director | 2023–present | Recent appointment |
| Atreca (BCEL) | Director | 2014–2024 | Prior board service |
| Rain Therapeutics (RAIN) | Director | 2020–2024 | Prior board service |
| Bellus Health (BLU) | Director | 2010–2023 | Prior board service |
| Five Prime Therapeutics (FPRX) | Director | 2014–2021 | Prior board service |
| Proteostasis Therapeutics (PTI) | Director | 2016–2020 | Prior board service |
| Tocagen (TOCA) | Director | 2014–2020 | Prior board service |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined Berger is independent under Nasdaq rules; all four standing committees are fully independent .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director responsibilities: presides at meetings without the Chair, leads executive sessions, approves schedules/agendas, liaison to CEO/Chair .
- Board term structure: Berger is Class I director with term ending at the 2027 annual meeting; he will not seek re‑election then .
Fixed Compensation
| Compensation Element | Amount Prior to Jun 20, 2024 | Amount Effective Jun 20, 2024 | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $40,000 | $45,000 | Paid quarterly in arrears, prorated if partial quarter |
| Lead Director Fee (cash) | $25,000 | $26,000 | Applied to Berger as Lead Independent Director |
| Committee Chair – Audit | $20,000 | $20,000 | |
| Committee Chair – Compensation | $15,000 | $15,000 | Berger is Comp Chair |
| Committee Chair – NCG | $10,000 | $10,000 | |
| Committee Chair – Strategy & Public Policy | $20,000 | $20,000 | |
| Committee Member – Audit | $10,000 | $10,000 | Berger is audit member |
| Committee Member – Compensation | $7,500 | $7,500 | |
| Committee Member – NCG | $5,000 | $5,000 | |
| Committee Member – Strategy & Public Policy | $10,000 | $10,000 |
| Berger 2024 Director Cash Fees | Amount |
|---|---|
| Fees Earned/Paid in Cash (FY2024) | $93,250 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Exercise Price ($/share) | Vesting |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | 06/21/2024 | 29,600 | 101,824 | N/A | Single installment on earlier of 1st anniversary or next annual meeting, subject to service |
| Stock Options (Annual Director Grant) | 06/21/2024 | 41,200 | 92,490 | 3.44 | 12 equal monthly installments over 1 year, subject to service |
- Change-of-control terms: All outstanding initial and annual director equity awards vest in full immediately prior to a change in control .
- Option parameters: 10‑year term; exercise price at grant fair market value; annual grants conditioned on ≥6 months’ service and continuing service post‑meeting .
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Overlapping boards with AVIR directors/executives | None disclosed; Berger’s external boards are unaffiliated biopharmas; audit committee reviews related person transactions . |
| Transactions with entities tied to Berger | No Berger‑specific related party transactions enumerated since Jan 1, 2023; Audit Committee reviews and must approve any such transactions per policy . |
Expertise & Qualifications
- Finance and capital markets leadership; led biotech equity research at JPMorgan and Salomon; experience across >$12B of sector financings .
- Extensive public company board governance experience across multiple biopharmas; strengthens oversight of compensation, audit, and strategic transactions .
- Academic credentials from Johns Hopkins (BA/MA) and Harvard Business School (MBA) .
Equity Ownership
| Component | Amount |
|---|---|
| Common Shares Held | 476,897 |
| RSUs Vesting within 60 Days | 29,600 |
| Options Exercisable within 60 Days | 294,492 |
| Total Beneficial Ownership (SEC definition) | 800,989 |
| Ownership as % of Outstanding Shares | <1% (star notation in table) |
| Shares Pledged as Collateral | None disclosed; company prohibits pledging and hedging by directors . |
Governance Assessment
- Board effectiveness: Berger’s dual role as Lead Independent Director and Compensation Chair centralizes independent oversight of CEO pay, succession, and compensation risk; committee met 4 times in 2024 and engages independent consultant Aon, with independence affirmed, which is a governance positive .
- Independence and attendance: Nasdaq independence affirmed; attendance threshold met; supports investor confidence in oversight quality .
- Pay structure and alignment: Director pay increased modestly in 2024 (retainer and lead director fee) and continues to include equity grants (RSUs and options) with standard vesting, creating alignment while avoiding guaranteed/meeting fees; immediate vesting on change‑in‑control is typical but reduces retention leverage at the moment of a transaction .
- Ownership alignment: Berger beneficially owns 800,989 shares under SEC rules, with near‑term exercisable options and RSUs; anti‑pledging/hedging policy strengthens alignment with long‑term holders .
- Signals and tenure: Announced intent not to seek re‑election in 2027 suggests upcoming refresh of Compensation Committee leadership; transition planning should be monitored for continuity of pay oversight .
- RED FLAGS: None disclosed specific to Berger (no related‑party transactions, no hedging/pledging, no tax gross‑ups or option repricing noted for directors); continue monitoring change‑in‑control vesting exposure and multi‑board commitments for potential time/attention risk .