Allan Kirk
Eledon PharmaceuticalsAbout Allan D. Kirk, M.D., Ph.D., FACS
Independent director at Eledon Pharmaceuticals since October 2023. Age 63; surgeon and immunology researcher with leadership posts at Duke (Chair of Surgery since May 2014; Surgeon-in-Chief 2014–2024), prior roles at Emory, NIH, and the U.S. Navy Medical Corps. Serves on Eledon’s Audit Committee and Science & Technology Committee; the Board deemed him independent and an audit committee financial expert. Education: B.S. Old Dominion University; M.D. and Ph.D. Duke University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke University School of Medicine | Chair, Department of Surgery; Professorships in Surgery, Pediatrics, Integrative Immunobiology | May 2014–present | Led clinical and research strategy; pioneered co-stimulation pathway blockade in transplantation; PI on multiple first-in-human immunosuppression trials |
| Duke University Health System | Surgeon-in-Chief | 2014–2024 | Oversight of surgical operations and quality |
| Emory University | Professor of Surgery & Pediatrics; Scientific Director, Emory Transplant Center; Vice Chair for Research (Surgery) | Prior to Duke (years not specified) | Built transplant research programs |
| National Institutes of Health (NIDDK) | Inaugural Chief, Transplantation Branch | Prior to Duke | Established federal transplantation research leadership |
| U.S. Navy Medical Corps | Principal Investigator; rank of Commander | Prior to Duke | Military medical research leadership |
| American Journal of Transplantation | Editor-in-Chief | Prior to Duke | Editorial leadership in transplantation science |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke Innovation & Entrepreneurship | Core faculty member | Current | Engagement in innovation and translational programs |
| Other public company boards | Not disclosed | — | No other public directorships disclosed in Eledon proxy bios |
Board Governance
- Independence: The Board determined Dr. Kirk is independent under Nasdaq Rule 5605(a)(2); also independent for Audit Committee membership (SEC Rule 10A-3).
- Committee assignments: Audit Committee member; Science & Technology Committee member. Audit Committee composed of John McBride (Chair), Allan Kirk, James Robinson; S&T chaired by June Lee.
- Audit committee financial expert: Board determined Kirk qualifies as an “audit committee financial expert.”
- Attendance: In FY2024, the Board met 5 times; each director then in office attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent/Chair roles: Independent Chair (Keith Katkin); no separate Lead Independent Director due to independent chair structure. Independent directors meet at least twice annually in executive session.
- Committee changes (signal of engagement): On July 10, 2024, following Walter Ogier’s retirement, Dr. Kirk was appointed to the Audit Committee.
Fixed Compensation
- Policy rates (non-employee directors): Annual cash retainers for 2024 were Board $43,680 (member)/$191,100 (Chair); Audit $10,920/$21,840; Compensation $8,190/$16,380; Nominating & Governance $5,460/$10,920; Science & Technology $8,190/$16,380.
| Year | Fees Earned or Paid in Cash (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $14,069 | $184,729 | $198,798 |
| 2024 | $61,080 | $0 (no director options granted in 2024) | $61,080 |
Notes:
- 2023 included standard annual option grants plus additional option awards tied to the 2023 Securities Purchase Agreement, vesting over two years.
- No meeting fees; directors reimbursed expenses for Board/committee attendance.
Performance Compensation
- Equity structure for directors: Initial grant of 150,437 stock options vesting ratably over two years; annual grant of 20,000 options vesting after one year. No director stock options were awarded for the year-ended December 31, 2024.
- Metrics: No performance-based equity (e.g., PSUs, TSR targets) disclosed for non-employee directors; equity awards are time-based options.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Eledon proxy biography for Dr. Kirk. |
| Private/academic boards | Academic leadership and editorial roles (Duke, American Journal of Transplantation). |
| Interlocks (competitors/suppliers/customers) | None disclosed. |
Expertise & Qualifications
- Clinical/translational expertise: Pioneered co-stimulation pathway blockade; extensive PI experience on first-in-human immunosuppression trials.
- Academic leadership: Department Chair at Duke; prior NIH and Emory leadership; editorial stewardship of a major field journal.
- Financial oversight: Designated audit committee financial expert by Eledon’s Board.
- Education: B.S. (Old Dominion), M.D. and Ph.D. (Duke).
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2025 | 75,219 (options exercisable within 60 days) | * (<1%) | Footnote indicates options within 60 days; percent denoted as “*” (<1%). |
| Dec 31, 2024 (position counts) | 150,437 options outstanding and unexercised | — | Director-level outstanding options count as of FY-end. |
Alignment policies:
- Hedging/derivatives prohibited; short sales prohibited under Insider Trading Policy (“Policy on Pledging and Hedging of Company Shares”).
Governance Assessment
- Board effectiveness: Strong independence, active committee service, and audit committee financial expertise support oversight quality. The July 2024 committee refresh placed Kirk on Audit, signaling targeted use of his skills.
- Compensation alignment: Director pay predominantly cash; equity grants are time-based options with no guaranteed performance payouts; 2024 saw no director equity grants, reducing potential dilution and emphasizing cash-only compensation.
- Conflicts/related-party: No related-party transactions involving Dr. Kirk disclosed; company-level related-party items primarily involve financing investors and CEO’s brother’s entity—reviewed under policy.
- Risk indicators: Company-wide prohibition on hedging/short sales; accounting restatement in 2024 did not trigger executive clawback per committee review (board-level governance signal).
- Shareholder engagement signals: Independent chair structure; independent directors meet in executive session; full attendance in 2024 annual meeting enhances investor confidence.
Overall signal: Dr. Kirk’s domain expertise and audit credentials enhance Eledon’s scientific and financial oversight; no disclosed conflicts and conservative director equity issuance in 2024 bolster governance optics.