Victoria Niklas
About Victoria Niklas
Victoria Niklas, M.D. (age 66) is an independent director of FibroBiologics (FBLG), serving since April 2021. She is Chief Medical Officer of Oak Hill Bio (since 2022), with prior senior roles at Takeda Pharmaceuticals and Prolacta Bioscience; she is board certified in Perinatal and Neonatal Medicine and holds an MD from Harvard Medical School and an MA in Biochemistry and Molecular Biology from Harvard University (BA, Goucher College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Hill Bio | Chief Medical Officer | 2022–present | Clinical-stage neonatology/rare disease therapeutics leadership |
| Takeda Pharmaceuticals | Global Medical Affairs; Global Program Leader, OHB-607 (Rare Disease/Hematology) | Not disclosed | Global program leadership |
| Prolacta Bioscience | Chief Medical and Scientific Officer | Not disclosed | Neonatal nutritional product development |
| Nemours Children’s Hospital | Chief, Division of Newborn Medicine | Not disclosed | Academic medicine leadership |
| UCLA Olive View Medical Center | Chief of Neonatology | Not disclosed | Academic medicine leadership |
| David Geffen School of Medicine at UCLA | Visiting Professor of Clinical Pediatrics | Not disclosed | Teaching and clinical engagement |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Multiple biotech and early-stage companies in functional foods | Board member | Not disclosed | Not disclosed |
Board Governance
- Class II independent director; committees: Audit Committee (member), Nominating/Governance Committee (member); not on Compensation Committee .
- Committee chairs (2024): Audit—Richard C. Cilento, Jr.; Compensation—Matthew Link; Nominating—Stacy Coen .
- Independence: Board determined all directors except CEO Pete O’Heeron and Robert E. Hoffman are independent under Nasdaq/SEC rules (Dr. Niklas included) .
- Attendance: Board met 10 times in 2024; except for Dr. Niklas, each director attended ≥75% of aggregate Board+committee meetings during their service period (RED FLAG for engagement) .
- Leadership: CEO also chairs the Board; no lead independent director; independent directors hold executive sessions at every regular Board meeting .
| 2024 Committee Meeting Counts | Audit | Compensation | Nominating |
|---|---|---|---|
| Meetings (#) | 5 | 6 | 4 |
| 2025 Election Result (Annual Meeting 06-12-2025) | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Victoria Niklas (Class II, term to 2028) | 43,009,016 | 1,687,519 | 504,476 | 9,341,905 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $48,000 | $48,000 |
| Option Awards ($) (grant-date FV) | $333,540 | $6,800 |
| Total ($) | $381,540 | $54,800 |
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant Date | February 2023 | August 2024 |
| Option Grant (shares) | 185,300 | 5,000 |
| Exercise Price ($/sh) | $2.28 | $1.73 |
| Vesting Terms | Not disclosed | Time-based: earlier of 1-year from grant or next annual meeting; vesting ceases upon Board departure unless Board determines continuation; vested options exercisable for 12 months post-service |
Director compensation policy cash retainers: Board member $35,000; Audit member $8,000 (chair $10,000); Compensation member $6,000 (chair $10,000); Nominating member $5,000 (chair $10,000); initial director equity of 7,500 shares equivalent; annual option grant 5,000 shares equivalent; annual grant vests as above .
Performance Compensation
| Performance Metric in Director Pay | Included? | Notes |
|---|---|---|
| Revenue growth | No | Director equity awards are time-based options; no performance metrics disclosed |
| EBITDA/Profit targets | No | No performance-conditioned director awards disclosed |
| TSR percentile | No | Not disclosed in director compensation policy |
| ESG goals | No | Not disclosed in director compensation policy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public company) | — | — | Proxy biography does not list current public company boards for Dr. Niklas |
Expertise & Qualifications
- Neonatology and translational science expertise across gut, lung, mucosal immune system; ~30 years academic neonatology; ~10 years industry leadership .
- Board certified in Perinatal and Neonatal Medicine; California medical license .
- Harvard MD; Harvard MA in Biochemistry and Molecular Biology; BA Goucher College; co-author on scientific/clinical publications; contributed to patented product development .
Equity Ownership
| Common Shares Beneficially Owned | 2024-07-01 | 2025-04-21 |
|---|---|---|
| Shares | 89,708 | 119,452 |
| % of Class | <1% | <1% |
| Options Held (Unexercised) | 2023-12-31 | 2024-12-31 |
|---|---|---|
| Number of Securities Underlying Unexercised Options | 190,300 | 195,300 |
- Anti-hedging/pledging: Company policy prohibits pledging or hedging of company equity securities by directors, officers, and employees (alignment positive) .
- Section 16 compliance: Initial Form 3 filings upon Direct Listing were filed late for several insiders including Dr. Niklas due to administrative error (process oversight) .
Governance Assessment
- Strengths: Independent director with deep biotech/neonatology expertise; active on Audit and Nominating Committees; strong shareholder support in 2025 re‑election (43.0M “For” vs 1.69M “Against”) .
- RED FLAGS:
- Sub‑75% attendance in 2024 across Board/committee meetings (engagement risk) .
- Combined CEO/Chair and no lead independent director reduces independent counterweight (board effectiveness risk) .
- Late initial Section 16 filing upon Direct Listing (administrative control weakness) .
- Alignment: Owns <1% of common; holds options; anti‑hedging/pledging ban supports alignment, but modest ownership magnitude may limit “skin‑in‑the‑game” signal .
- Conflicts/related party: No related‑person transactions disclosed involving Dr. Niklas; Audit Committee (of which she is a member) reviews and approves related‑person transactions (mitigates conflict risk) .
- Compensation signals: 2024 director equity grant much smaller in fair value than 2023 (drop from $333,540 to $6,800), with policy indicating time‑based vesting; pay remains largely fixed cash retainer plus modest annual options—no discretionary bonuses or performance metrics disclosed for directors .