James Schoeneck
FIBROGENAbout James A. Schoeneck
Independent, non‑executive Chair of FibroGen’s Board since January 2020; director since April 2010. Previously served as Interim CEO (Aug 2019–Jan 2020). Age 67. BS in Education from Jacksonville State University. Recognized as an audit committee financial expert; extensive biopharma leadership across commercial and CEO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Depomed, Inc. | Chief Executive Officer; Director | CEO: 2011–2017; Director since 2007 | Led commercial specialty pharma operations . |
| BrainCells, Inc. | Chief Executive Officer | 2005–2011 | Privately‑held biopharma; leadership of development programs . |
| ActivX BioSciences, Inc. | Chief Executive Officer | Pre‑2005–2005 | Development‑stage biotech CEO . |
| Prometheus Laboratories Inc. | President & CEO | Prior to Centocor tenure (dates not specified) | Led pharma/diagnostics company . |
| Centocor (Janssen Biotech) | VP & General Manager, Immunology | ~3 years (dates not specified) | Built commercial capability; launched Remicade® . |
| Rhone‑Poulenc Rorer (Sanofi) | Sales & Marketing roles | 13 years | Progressively senior commercial roles . |
| FibroGen | Interim CEO | Aug 2019–Jan 2020 | Stabilized leadership post founder’s passing . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Calidi Biotherapeutics | Director | Since July 2020 | Oncology therapeutics (oncolytic viruses/stem cells) . |
| AnaptysBio, Inc. | Director | 2015–2018 | Prior public board role . |
Board Governance
- Structure: Independent, non‑executive Chair leads agenda setting, independent director sessions, and CEO performance/comp evaluation discussions .
- Independence: Board determined Schoeneck is independent under SEC/Nasdaq rules; also independent on Audit, Compensation, and Nominating & Governance committees .
- Attendance: Board met 13 times in 2024; all directors ≥94% attendance. Independent directors held 7 executive sessions in 2024 .
- Committee assignments and chairs (2024):
- Audit: Member; committee met 7 times; designated audit committee financial expert .
- Compensation: Chair; committee met 8 times .
- Nominating & Corporate Governance: Chair; committee met 2 times .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 7 |
| Compensation | Chair | 8 |
| Nominating & Corporate Governance | Chair | 2 |
Fixed Compensation (Director)
| Year | Cash Fees (Actual) | Components/Policy Detail |
|---|---|---|
| 2024 | $116,875 | Policy: Non‑employee director retainer $50,000; Chair retainer $50,000 (reduced from $100,000 effective Jan 1, 2024); Audit member $10,000; Compensation Chair $17,500; Nominating Chair $10,000; Scientific Advisory Board $25,000 (if applicable) . |
- 2024 Director Compensation (Non‑employee): Schoeneck total $189,360; cash $116,875; option award grant‑date fair value $72,485 .
Performance Compensation (Director)
| Year | Equity Vehicle | Grant Size | Grant‑Date Fair Value | Vesting | Change‑in‑Control Terms |
|---|---|---|---|---|---|
| 2024 | Stock Options | 70,000 shares (annual grant per policy) | $72,485 (aggregate for Schoeneck) | Annual option awards vest at earlier of June 4 of following year or next annual meeting; initial grants vest quarterly over 3 years | Unvested director options vest in full immediately prior to a change in control, subject to continuous service . |
| 2025 (planned policy) | Stock Options | 120,000 shares per non‑employee director at 2025 annual meeting | Not disclosed | As above | As above . |
- Performance metrics tied to director compensation: None disclosed for directors; equity is time‑vested without performance conditions .
Reverse split adjustment: All outstanding/equity plan shares and option exercise prices were proportionately adjusted following the 1‑for‑25 reverse stock split effective June 16, 2025 .
Other Directorships & Interlocks
| Company | Industry Overlap with FGEN | Potential Interlocks/Conflicts |
|---|---|---|
| Calidi Biotherapeutics (current) | Oncology | No related‑party transactions disclosed; Board affirms independence . |
| AnaptysBio (prior) | Biotech | Prior role; no current interlock disclosed . |
| Depomed (prior) | Specialty pharma | Prior role; no current interlock disclosed . |
- Related‑party transactions: Audit Committee reviews related‑person transactions; none specific to Schoeneck disclosed in the proxy .
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC definition) .
- 30+ years biopharma leadership; commercialization of Remicade®; multiple CEO roles .
- Independent Chair responsibilities include agendas, independent sessions, CEO evaluation, and stockholder meeting leadership .
- Education: BS in Education, Jacksonville State University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 564,788 shares; <1% of outstanding | Based on 101,043,970 shares outstanding as of Mar 31, 2025 . |
| Direct/Trust holdings | 373,722 shares (Family Trust) | James & Cynthia L. Schoeneck Family Trust; joint trustees . |
| Options exercisable (≤60 days) | 162,300 shares | As of Mar 31, 2025 . |
| Outstanding & unexercised options (12/31/2024) | 232,300 shares | As of Dec 31, 2024 . |
| Pledged shares | None disclosed | No pledging disclosed; company prohibits hedging/pledging absent pre‑approval . |
| Ownership guidelines | Paused | Director/officer stock ownership guidelines paused due to stock price decline . |
Section 16 compliance: Company reports directors/officers complied with Section 16(a) filing requirements in 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory say‑on‑pay received ~97% support, indicating positive investor sentiment on executive pay practices .
Compensation Committee Analysis (Chair Oversight)
- Independent compensation consultant (Compensia) engaged; no conflicts of interest; committee reviews consultant independence factors .
- Peer group methodology updated in late 2023 and again in Dec 2024 to reflect market cap and oncology focus; criteria include TSR, headcount, FDA stage, market cap, and revenue; refined for oncology and active Phase II/III programs .
- Bonus program and pay mix designed to align with corporate goals; clawback policy compliant with Dodd‑Frank and listing standards .
Governance Assessment
-
Strengths:
- Independent Chair with deep operating experience; chairs two key committees (Compensation; Nominating & Governance) and serves on Audit with financial expert designation—supports robust oversight and board effectiveness .
- High board/committee attendance and regular independent executive sessions—signals active engagement .
- Formal ERM and cybersecurity oversight largely via Audit Committee; ESG oversight included—enhances risk governance .
- Use of independent comp consultant; active peer group calibration and clear clawback policy—supports pay governance rigor .
-
Risks/Red Flags:
- Stock ownership guidelines for directors/officers paused due to prolonged stock decline—weakens alignment signal (mitigated by option grants but less robust than mandatory ownership) .
- Company required a 1‑for‑25 reverse stock split to maintain Nasdaq listing—reflects market stress; board oversight critical to capital strategy .
- Director equity is time‑vested without performance conditions—typical for directors but does not add performance linkage; 2024 shift away from RSUs to options changed risk/volatility exposure versus prior mix .
Overall, Schoeneck’s independence, committee leadership, and attendance support investor confidence; the paused ownership guidelines and reverse split context warrant monitoring of alignment and capital strategy execution .