Michael Heffernan
About Michael Heffernan
Michael Heffernan (age 60) joined Avalo Therapeutics’ board in March 2025 and was appointed Chairman, bringing 30+ years of biopharma leadership and company-building experience. He is independent under Nasdaq listing standards, with no related-party transactions disclosed. Heffernan holds a B.S. in Pharmacy from the University of Connecticut and is a registered pharmacist .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collegium Pharmaceutical (Nasdaq: COLL) | Founder, Chairman; prior President & CEO | Not disclosed | Built and led company; multiple financings and successful exits |
| Onset Dermatologics | Leadership role | Not disclosed | Operating leadership |
| Clinical Studies Ltd. | Leadership role | Not disclosed | Operating leadership |
| Eli Lilly and Company | Leadership role | Not disclosed | Big pharma operating experience |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Collegium Pharmaceutical (Nasdaq: COLL) | Chairman of the Board | Public | Chairman role |
| NMD Pharma | Chairman of the Board | Private | Chairman role |
| Aavantgarde Bio | Chairman of the Board | Private | Chairman role |
| Biohaven (NYSE: BHVN) | Director | Public | Board member |
| Trevi Therapeutics (Nasdaq: TRVI) | Director | Public | Board member |
| K36 Therapeutics | Director | Private | Board member |
Board Governance
- Independence and leadership: Board affirmed Heffernan is independent; he became non-executive Chairman in March 2025 as the roles of Chair and CEO were separated to strengthen oversight .
- Executive sessions: Independent directors meet in executive session no fewer than two times per year; Chair can call additional sessions .
- Committee assignments: Current committee rosters do not list Heffernan (he serves as Board Chair; audit, compensation, nominating committees chaired by other directors) .
- Attendance: In 2024, the Board met 12 times and all directors met the 75% attendance threshold; Heffernan was appointed in March 2025 (no 2024 attendance applicable) .
- Risk oversight: Audit oversees financial/cybersecurity risks; Compensation oversees pay-related risk; Nominating oversees governance and independence .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee director) | $40,000 | Paid quarterly; vest upon payment |
| Chair of the Board Service Retainer | $40,000 | In addition to board retainer (total $80,000 for Chair) |
| Audit Committee Member | $10,000 | Annual |
| Audit Committee Chair | +$10,000 | In addition to member fee |
| Compensation Committee Member | $6,500 | Annual |
| Compensation Committee Chair | +$6,500 | In addition to member fee |
| Nominating & Corporate Governance Member | $5,000 | Annual |
| Nominating & Corporate Governance Chair | +$5,000 | In addition to member fee |
| Science & Technology Advisory Committee Member | $7,500 | Annual |
| Science & Technology Advisory Committee Chair | +$7,500 | In addition to member fee |
| Election to receive cash in stock options | Variable | Directors may elect options in 5% increments of cash; options granted quarterly; 10-year term; immediately vested; exercise price = last sale price; fair value equals cash forgone |
Notes: Policy amended effective March 25, 2025; a prior update (effective July 1, 2024) increased certain committee fees .
Performance Compensation
| Equity Award | Grant Size | Vesting | Chair Enhancement | Notes |
|---|---|---|---|---|
| Initial stock option grant (new director) | 34,100 shares | 3 equal annual installments on 1st, 2nd, 3rd anniversaries | +15,900 shares (total 50,000) for Board Chair | Granted automatically under policy as of appointment; 10-year term; strike = last sale price |
| Annual stock option grant | 17,050 shares | 100% vest on first anniversary | +7,950 shares (total 25,000) for Board Chair | Granted at each annual meeting; subject to continued service |
| RSUs (2024 one-time structure) | Portion of 34,100 shares | 3 equal installments on Mar 28, 2025/2026/2027 | N/A | 2024-only policy allowed Board discretion to divide between options/RSUs |
Performance metrics: Director equity awards vest time-based; no TSR/operational performance metrics disclosed for director awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Collegium (COLL) | Chairman | Distinct therapeutic area (pain); no AVTX-related transactions disclosed |
| Biohaven (BHVN) | Director | Distinct focus; no related-party transactions with AVTX disclosed |
| Trevi (TRVI) | Director | Dermatology-related indications; no AVTX transactions disclosed |
| NMD Pharma | Chairman | Private; no AVTX transactions disclosed |
| Aavantgarde Bio | Chairman | Private; no AVTX transactions disclosed |
| K36 Therapeutics | Director | Private; no AVTX transactions disclosed |
The Company disclosed no related-party transactions involving Heffernan and affirmed his independence .
Expertise & Qualifications
- Credentials: B.S. Pharmacy; registered pharmacist .
- Experience: Founder/Chairman roles; CEO experience; multiple financings and exits; broad board experience across public and private biopharmas .
- Governance: Independent chair; no disclosed committee seats at AVTX; active executive-session framework on the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael Heffernan | — | — | As of April 22, 2025, Heffernan not listed with beneficial ownership; options/RSUs count only if exercisable/settle within 60 days, which likely excludes his March 2025 initial grant vesting schedule . |
Policy signals: AVTX’s insider trading policy strongly discourages hedging, short sales, and certain derivative transactions; ownership guidelines for directors not specifically disclosed in proxy .
Governance Assessment
-
Strengths
- Independent non-executive Chairman with deep biopharma operating/board experience; separation of CEO and Chair enhances oversight .
- Board committee architecture with clear risk coverage (financial/cyber, compensation risk, governance/independence) and charters available; strong session practices for independent directors .
- Director pay policy includes balanced cash retainers and equity; option-in-lieu-of-cash election can increase alignment .
-
Concerns / RED FLAGS
- Ownership alignment: As of the record date (April 22, 2025), the Chairman is not listed with any beneficial ownership—this is a “skin-in-the-game” gap until equity awards vest or shares are acquired; investors may scrutinize early-tenure alignment .
- Multi-board commitments: Concurrent chair and director roles across several companies may raise time-commitment questions; no evidence of conflicts disclosed, but monitoring is warranted for interlocks or overlapping investor networks .
- No performance-based metrics in director equity (time-based vesting only); while common, some investors prefer director equity that more directly ties to long-term value creation beyond retention .
-
Neutral/Context
- No related-party transactions or family relationships; independence affirmed by Board and in 8-K .
- Committee membership not disclosed for Heffernan; he serves as Board Chair, with committees chaired by other independent directors .
Appendix: Key Citations
- Appointment and independence: 8-K (Mar 26, 2025) and DEF 14A independence determination .
- Chair appointment and biography: DEF 14A (May 1, 2025) .
- Director compensation policy (cash/equity; chair enhancements; election for options in lieu of cash): DEF 14A and A&R policy .
- Beneficial ownership table (as of Apr 22, 2025): DEF 14A .
- Board committees and attendance: DEF 14A .
- Insider trading policy (hedging discouraged): DEF 14A .