Keith Katkin
Eledon PharmaceuticalsAbout Keith A. Katkin
Keith A. Katkin (age 53) is the independent Chair of Eledon Pharmaceuticals’ Board, serving on the Board since May 2017; he also chairs the Nominating & Corporate Governance Committee . He is deemed independent under Nasdaq rules . Katkin holds an MBA from UCLA Anderson, studied Accounting at Indiana University, and is a licensed CPA; his operating background includes CEO roles and commercial leadership across multiple biopharma companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urovant Sciences Ltd. | Principal Executive Officer and Director | Sep 2017 – Mar 2020 | Led as PEO/director during early commercialization stage |
| Avanir Pharmaceuticals, Inc. | President & CEO (previously SVP Sales & Marketing) | CEO 2007–2016; joined 2005 | Led growth and sale to Otsuka for $3.5B |
| Peninsula Pharmaceuticals, Inc. | VP, Commercial Development | Prior to Avanir | Key role in IPO and sale to Johnson & Johnson |
| InterMune, Amgen, Abbott | Various leadership roles | Prior | Commercial and operating experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Syndax Pharmaceuticals, Inc. | Director | Current |
| Emergent BioSolutions, Inc. | Director | Current |
| Rigel Pharmaceuticals, Inc. | Director | Prior (within last 5 years) |
Board Governance
- Leadership structure: Eledon separates CEO and Board Chair roles; because the Chair is independent, there is no Lead Independent Director .
- Independence: The Board determined Katkin is independent; a majority of the Board and all committee chairs are independent .
- Committees and assignments: Katkin chairs Nominating & Corporate Governance and is not a member of Audit, Compensation, or Science & Technology .
- Attendance: The Board met five times in 2024; all directors then in office attended at least 75% of Board and committee meetings, and all attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least twice per year .
Fixed Compensation
| Component | Policy Rate | 2024 Actual (Katkin) |
|---|---|---|
| Board Chair annual cash retainer | $191,100 | $191,100 (fees earned) |
| Nominating & Governance Chair retainer | $10,920 | Included in total – not separately broken out in 2024 director table |
| Meeting fees | None disclosed | N/A |
| Notes | Director retainers paid quarterly; committee chairs receive additional retainers per policy | No stock options awarded to non-employee directors in 2024 |
In 2024, Katkin’s director compensation was entirely cash ($191,100); no equity grants were made to non-employee directors in 2024 .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Vesting | Term/Notes |
|---|---|---|---|---|
| 01/10/2025 | Stock Option | 77,175 | 100% vests on 01/10/2026 | Ex. price $4.04; expires 01/10/2035 |
| 01/10/2025 | RSU | 8,575 | 100% vests on 01/10/2026 | Settles in common stock |
- Equity program design for directors: policy provides initial option grant (150,437 options) vesting over two years and annual option grants (20,000 options) vesting after one year; however, no director options were granted in 2024. Additional option grants were made to then-serving directors in May 2023 tied to a financing transaction, with two-year vesting .
- 2024: No director equity awards were granted; Katkin’s reported compensation for 2024 was cash-only .
Other Directorships & Interlocks
| Company | Relationship to Eledon (if any) | Notes |
|---|---|---|
| Syndax Pharmaceuticals, Inc. | None disclosed | External public company directorship |
| Emergent BioSolutions, Inc. | None disclosed | External public company directorship |
| Rigel Pharmaceuticals, Inc. (prior) | None disclosed | Prior external public company directorship |
- Related-party transactions: Eledon disclosed related-party financings with BVF entities and an investment by the CEO’s brother’s entity; no transactions involving Katkin were disclosed .
- Compensation consultant: The Compensation Committee retained Aon as independent consultant and concluded no conflicts under SEC/Nasdaq rules .
Expertise & Qualifications
- Core credentials: Former public-company CEO (Avanir), PEO/director (Urovant); led Avanir’s sale to Otsuka ($3.5B) .
- Financial and commercial acumen: Background at Peninsula (IPO/M&A), InterMune, Amgen, Abbott; CPA with accounting education; MBA UCLA Anderson .
- Board role fit: Identified by the Board for leadership, strategy, commercialization, and governance skill set; chairs Nominating & Corporate Governance .
Equity Ownership
| Holder | Common Shares | Options/RSUs Counted as Beneficially Owned | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Keith A. Katkin | 677 common shares | 1,124,272 options exercisable within 60 days | 1,124,949 shares beneficially owned | 1.8% |
Additional context:
- Outstanding/unexercised options held (as of 12/31/2024): 1,124,272 (director-level disclosure) .
- Insider transactions: On 01/10/2025, Katkin received 77,175 options (vesting 100% on 01/10/2026) and 8,575 RSUs (100% vest on 01/10/2026) .
- Hedging/pledging: Company policy prohibits short sales and hedging transactions (e.g., options, swaps, collars); the policy excerpt addresses hedging and derivatives; no pledging by Katkin is disclosed .
Governance Assessment
Positive signals
- Independent Board Chair with separate CEO/Chair roles; independent committee leadership; independent status affirmed under Nasdaq rules .
- Strong attendance culture (≥75% for all directors in 2024; all attended the annual meeting), and regular executive sessions of independent directors .
- Substantial “skin in the game”: 1.8% beneficial ownership driven primarily by options; additional 2025 equity awards further align incentives .
- No related-party transactions involving Katkin disclosed; related-person transactions are reviewed/approved by the Audit Committee under a formal policy .
Risk indicators and watch items
- Role concentration: Katkin serves as both independent Board Chair and Chair of Nominating & Corporate Governance, which centralizes governance influence; balanced by committee independence and Board oversight framework .
- Cash-heavy director pay in 2024 (no equity grants that year) limits incremental alignment for that period; mitigated by significant historical option holdings and subsequent 2025 equity grant .
- Multiple external public boards (Syndax, Emergent): time-commitment risk is considered by the Nominating Committee per charter; no conflicts disclosed .
Overall: Katkin brings seasoned commercial and CEO experience with material ownership alignment and independence. Governance structure and policies appear robust, with limited red flags specific to Katkin beyond standard role concentration and outside-board time commitments, both mitigated by disclosed processes and independence determinations .