Michael Kelliher
CAPRICOR THERAPEUTICSAbout Michael Kelliher
Independent director of Capricor Therapeutics since September 2023; age 48 as of April 1, 2025. Career dealmaker and finance executive with >20 years in biotech and pharma across corporate strategy, M&A, partnerships, and licensing. Currently EVP, Corporate Development & Strategy at Ardelyx (Nasdaq: ARDX) since 2024; prior leadership roles at Horizon Therapeutics (now Amgen) and Elan (now Perrigo). Bachelor of Commerce, University College Cork (Ireland); Associated Chartered Accountant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics (now Amgen) | Group VP, M&A and Business Development | ~9 years (prior to 2024) | Led aggressive M&A, BD, collaborations; instrumental in transforming Horizon into a $28B innovation-driven biotech via acquisitions and transactions |
| Elan Corporation (now Perrigo) | Progressive financial roles | 2009–2014 | Oversaw strategic partnerships/collaborations; advised board and leadership on investments, BD, commercialization, asset monetization |
| Banking, public accounting, corporate finance | Early career | N/A | Foundation in finance and accounting; ACA credential |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Ardelyx (Nasdaq: ARDX) | EVP, Corporate Development & Strategy | 2024 | Responsible for strategy, BD, and M&A |
Board Governance
- Independence: Board affirmatively determined Kelliher is independent under Nasdaq rules; all standing Board committees comprise only independent directors.
- Tenure: Joined the CAPR Board in September 2023.
- Attendance: In 2024, Board met 8 times (plus 5 unanimous written consents); all directors except one (not Kelliher) attended at least 75% of Board and applicable committee meetings.
- Committee assignments (2024): No committee roles; Audit (4 meetings), Compensation (3), Nominating & Corporate Governance (1). Chairs: Audit—David Musket; Compensation—David Musket; Nominating & Governance—Earl “Duke” Collier.
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Company states non-employee directors (other than Executive Chairman) receive no cash; retainers are converted into stock options |
| Option Awards (Grant-date fair value, ASC 718) | $275,609 | Part of director program; valuation per ASC 718; see 10-K Note 3 for assumptions |
| All Other Compensation | $0 | — |
Program structure for non-employee directors (excluding Executive Chairman):
- Annual cash retainer of $70,000, paid in stock options (value converted to options).
- Annual committee chair/member retainers of $7,500–$20,000, paid in stock options.
- Annual retention grant of stock options valued at $150,000, vesting monthly over one year (service-based).
- New director grant (2021–2024): 115,000 stock options; 25% vest on one-year anniversary, remainder vests monthly over next three years (service-based).
Executive Chairman exception: Separate consulting agreement ($10,000/month) and option grants; not applicable to Kelliher.
Performance Compensation
| Performance Feature | Details |
|---|---|
| Performance metrics tied to director equity | None disclosed; director equity vests based on service (time-based vesting schedules per program) |
| Clawback provisions (director awards) | Not specified in proxy for director awards; company describes compensation oversight and risk review in Compensation Committee charter responsibilities |
| Exchange/repricing authority (plan design) | 2025 Equity Plan permits an “Exchange Program” including award exchanges and exercise price reductions without shareholder approval (administrator discretion) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Kelliher. |
Expertise & Qualifications
- M&A and strategic transaction leadership across biotech/pharma; deep BD/licensing experience (Horizon, Elan).
- Corporate strategy and growth execution; current operator (EVP) at ARDX.
- Financial acumen: Bachelor of Commerce; Associated Chartered Accountant.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 123,956 | Represents <1% of outstanding common stock; 45,676,887 shares outstanding as of March 31, 2025 |
| Composition | 123,956 shares issuable upon exercise of stock options exercisable or becoming exercisable within 60 days of March 31, 2025 | Indicates beneficial ownership reflects near-term exercisable options |
| Options outstanding (12/31/2024) | 179,870 | Options outstanding as of year-end 2024 per director table footnote |
| Hedging/Pledging policy | Hedging prohibited for officers/directors/employees; pledging prohibited unless pre-cleared by compliance officer | Anti-hedging strong; pledging allowed with pre-clearance (not an absolute ban) |
Governance Assessment
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Strengths
- Independent director with substantive transaction, partnering, and capital allocation experience relevant to a development-stage biotech; supports board effectiveness on BD and potential strategic transactions.
- Attendance met ≥75% threshold in 2024, aligning with basic engagement expectations; Board and committees hold regular meetings and independent director executive sessions.
- Director compensation is equity-centric (no cash fees for non-employee directors), aligning interests with shareholders via upside participation.
-
Watch items / potential red flags
- No committee assignments in 2024—limits direct oversight influence on audit/compensation/governance processes during the period.
- Equity plan “Exchange Program” allows award exchanges/repricings at administrator discretion without shareholder approval—can weaken pay-for-performance rigor if used.
- Pledging policy permits pledging with pre-clearance (not a full ban)—less restrictive than best-in-class anti-pledging policies.
-
Related-party/conflict considerations
- Executive role at Ardelyx (ARDX) could present situational conflicts if future business relationships were to arise; the proxy discloses independence determinations and finds no material/disqualifying relationships for Kelliher.
-
Ownership alignment
- Beneficial ownership primarily via options; near-term exercisability (within 60 days) supports alignment, though lack of disclosed stock ownership guidelines in the proxy limits visibility into long-term holding requirements; anti-hedging policy strengthens alignment.
Overall, Kelliher brings valuable M&A and strategy expertise with independent status and adequate attendance; key governance watchpoints are option-repricing authority embedded in the equity plan, permissive (pre-cleared) pledging policy, and absence of committee roles in 2024.
Citations
- Biography, independence, and selection rationale:
- Ages and Board service since:
- Board/committee meetings, attendance, committee composition:
- Director compensation (2024), program details, options outstanding:
- Beneficial ownership and footnote details:
- Insider trading, hedging/pledging policies:
- Equity Plan “Exchange Program”:
- Indemnification agreements (general governance context):