Roger Jeffs
Axsome TherapeuticsAbout Roger Jeffs
Roger Jeffs, Ph.D. (age 63), has served as an independent director of Axsome Therapeutics since December 2014. He is currently CEO of Liquidia Corporation (since January 2022), co‑founder and Vice Chairman of Kriya Therapeutics, and previously spent 18 years at United Therapeutics where he held senior executive and board roles. He holds a B.S. in Chemistry from Duke University and a Ph.D. in Pharmacology from the University of North Carolina School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Therapeutics | Director; President & COO; President & co‑CEO | Board 2001–2016; COO 2001–2014; co‑CEO 2015–2016 | Led IPO; oversaw clinical development/approval of 6 rare disease products; managed commercial growth to >20% CAGR and $1.5B revenue run rate |
| Amgen | Clinical development roles | Not disclosed | Clinical development experience |
| Burroughs Wellcome Co. | Clinical development roles | Not disclosed | Clinical development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liquidia Corporation | Chief Executive Officer; Director | CEO since Jan 2022 | Current Axsome board bio lists Liquidia board service |
| Kriya Therapeutics | Co‑Founder & Vice Chairman | Not disclosed | Private company; gene therapy focus |
| Albireo Pharma | Director (prior) | Not disclosed | Prior public company board |
| Axovant Gene Therapies | Director (prior) | Not disclosed | Prior public company board |
| Dova Pharmaceuticals | Director (prior) | Not disclosed | Prior public company board |
| Sangamo Therapeutics | Director (prior) | Not disclosed | Prior public company board |
Board Governance
- Independence: Board determined Dr. Jeffs is “independent” under Nasdaq rules and Rule 10A‑3 (Audit Committee) .
- Committees: Serves on Audit, Compensation, and Nominating & Corporate Governance committees; chairs the Nominating & Corporate Governance Committee .
- Attendance: Board met 6 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings .
- Board leadership: CEO is also Chairman; Lead Director is Dr. Mark Coleman who chairs executive sessions; committee chairs report regularly to the Board .
- Years of service: Director since December 2014; currently the Class I nominee for a term expiring at the 2028 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual equity retainer (non‑employee directors) | $325,000 (grant date fair value of options) | 5,799 options granted June 2024; vest in full after one year |
| Cash fees Jan 1–Jun 6, 2024 (pro‑rated) | Board $50,000; Lead Director +$25,000; Audit member $10,000; Audit chair $20,000; Compensation member $7,500; Compensation chair $15,000; Nominating member $5,000; Nominating chair $10,000 | Fee schedule |
| Cash fees from Jun 7, 2024 (pro‑rated) | Board $50,000; Lead Director +$25,000; Audit member $10,000; Audit chair $20,500; Compensation member $9,000; Compensation chair $20,000; Nominating member $5,000; Nominating chair $10,750 | Updated schedule |
| Director annual comp limit (2025 LTI Plan) | $750,000 per year; $1,500,000 in first year | Includes cash + grant date fair value |
| Director | Fees Earned in Cash (2024) | Option Awards (2024 grant date value) | Total |
|---|---|---|---|
| Roger Jeffs | $78,773 | $324,961 | $403,734 |
Election in lieu of cash: All non‑employee directors except Dr. Coleman elected to receive options in lieu of 2024 cash fees, granted in February 2025 and immediately vested .
Performance Compensation
- Annual director equity is stock options (vest over one year); no disclosed performance‑conditioned equity (PSUs/TSR metrics) for non‑employee directors. The 2025 LTI Plan prohibits option repricing without shareholder approval, restricts dividends/dividend equivalents on unvested awards, and caps director compensation, reinforcing governance best practices .
Other Directorships & Interlocks
- Current outside public company role: CEO/Director at Liquidia Corporation .
- Prior public company boards: Albireo Pharma; Axovant Gene Therapies; Dova Pharmaceuticals; Sangamo Therapeutics .
- Compensation Committee interlocks: None—committee members (including Dr. Jeffs) were not Axsome officers; no cross‑board executive interlocks disclosed .
Expertise & Qualifications
- Scientific and regulatory leadership: Led clinical development and regulatory approval of 6 rare disease products at United Therapeutics .
- Commercial execution: Managed growth to >20% CAGR and $1.5B revenue run rate; recognized for growth/best places to work during tenure .
- Education: B.S. Chemistry (Duke); Ph.D. Pharmacology (UNC School of Medicine) .
- Governance: Chairs Nominating & Corporate Governance committee; serves on Audit and Compensation committees .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Roger Jeffs | 210,347 | <1% | 167,668 shares owned + right to acquire 42,679 within 60 days |
| Aggregate options held (as of 12/31/24) | 41,271 (options) | — | Includes 5,799 director options granted June 2024 |
Anti‑hedging/pledging: Axsome’s insider trading policy prohibits hedging and pledging of company stock for directors and employees .
Governance Assessment
-
Positives
- Independent status and multi‑committee service including Nominating chair and Audit/Compensation membership suggest strong governance engagement .
- Attendance met policy thresholds; Lead Director structure and regular executive sessions enhance board effectiveness .
- Director equity is option‑based with one‑year vesting; 2025 LTI Plan caps director pay, prohibits option repricing, and defers dividends on unvested awards—shareholder‑friendly features .
- Meaningful beneficial ownership (210,347 shares; <1%) and exercisable equity enhances alignment; hedging/pledging prohibited .
-
Potential risk indicators
- External commitments: CEO role at Liquidia could create time management considerations; however, Axsome’s Board affirmed independence, and no related‑party transactions involving Dr. Jeffs are disclosed .
- Concentration of leadership at Axsome (CEO also Chairman) mitigated by Lead Director and committee chair reporting structures .
-
Shareholder sentiment context
- Recent say‑on‑pay support for Axsome’s executive compensation was ~97% at the 2024 meeting, indicating broad investor confidence in compensation governance (context for overall board oversight) .
No related‑party transactions, loans, or tax gross‑ups involving Dr. Jeffs are disclosed in the proxy .