Jeffrey Edwards
FGENAbout Jeffrey L. Edwards
Jeffrey L. Edwards, age 64, has served on FibroGen’s board since 2015 and is nominated to continue as a Class II director through 2028 if re-elected . He is an independent director and Chair of the Audit Committee, designated an “audit committee financial expert,” with prior tenure as Allergan’s CFO (2005–2014) and senior finance/business development roles, bringing deep public company finance and biopharma experience . Edwards holds a B.A. in Sociology from Muhlenberg College and completed the Advanced Management Program at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | Executive Vice President, Finance & Business Development; Chief Financial Officer | CFO: Sep 2005–Aug 2014; joined 1993 | Led global finance; prior roles included Corporate VP, Business Development; SVP Treasury, Tax & IR |
| Banque Paribas; Security Pacific National Bank | Senior-level credit and business development roles | Pre-1993 | Credit and business development leadership |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Bio-Rad Laboratories, Inc. (public) | Director | Compliance Committee; Audit Committee; Compensation Committee Chairman | Public life sciences diagnostics company; Edwards chairs Compensation |
| Clearside Biomedical Inc. (public) | Director | Audit Committee; Nominating & Corporate Governance Committee | Public clinical-stage pharma |
Board Governance
- Independence: The Board determined Edwards is independent under SEC/Nasdaq rules; he serves on fully independent Audit and Nominating & Governance committees .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not on FibroGen’s Compensation Committee .
- Audit expertise: Edwards is designated an “audit committee financial expert”; all Audit members can read and understand fundamental financial statements .
- Attendance: In 2024, the Board met 13 times; all directors attended/participated in at least 94% of Board and committee meetings; independent directors held 7 executive sessions .
- Audit Committee activity: 7 meetings in 2024; issued Audit Committee Report recommending inclusion of audited financials in the Annual Report, signed by Edwards as Chair .
- Pre-approval controls: Audit Committee (or audit subcommittee consisting of Edwards) pre-approved all PwC audit and permissible non-audit services in 2023 and 2024; determined services compatible with auditor independence .
Fixed Compensation
| Component | Amount/Policy | Edwards’ FY2024 Cash | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Included in total | Policy adopted/updated multiple times; current retainers effective Jan 1, 2024 . |
| Committee fees – Audit Chair | $20,000 | Included in total | Annual; Audit member (non-chair) $10,000 . |
| Committee fees – Nominating & Gov member | $5,000 | Included in total | Chair $10,000; member $5,000 . |
| Compensation Committee member/chair | $7,500 / $17,500 | N/A at FGEN | Edwards not on FGEN Compensation Committee; chairs Bio-Rad’s Compensation Committee externally . |
| FY2024 total cash fees (Edwards) | — | $71,250 | As reported in the director compensation table . |
Performance Compensation
| Component | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual stock option grant at 2024 annual meeting | 70,000 options per continuing/elected non-employee director | Vests on earlier of June 4 of following year or next annual meeting; exercise price = FMV at grant; unvested options fully accelerate immediately prior to a change in control (2014 Plan definition) | Applies uniformly to non-employee directors . |
| Expected annual stock option grant at 2025 annual meeting | 120,000 options per continuing/elected non-employee director | Same vesting/terms as policy | Forward-looking policy disclosure for 2025 meeting . |
| Edwards FY2024 option awards (grant-date fair value) | $72,485 | As reported; grant fair value under ASC 718 | Company notes ASC 718 valuation assumptions in Form 10-K Note 11 . |
No director RSUs/PSUs or performance-based metrics are specified for non-employee directors; annual equity is time-based stock options under the 2014 Plan .
Other Directorships & Interlocks
| Company | Relationship to FGEN | Potential Interlock/Conflict Note |
|---|---|---|
| Bio-Rad Laboratories, Inc. | Unrelated public life sciences diagnostics | No FGEN-disclosed related-party transactions with Bio-Rad; standard independence affirmed . |
| Clearside Biomedical Inc. | Unrelated public clinical-stage pharma | No FGEN-disclosed related-party transactions; independence affirmed . |
Expertise & Qualifications
- Public company finance and capital markets: Former Allergan CFO and EVP Finance/BD; senior treasury/tax/IR leadership; banking/credit background at Banque Paribas and Security Pacific .
- Audit and governance expertise: Audit Chair and financial expert; oversees risk, ESG oversight (via Audit charter), and related-party transaction review .
- Education: B.A., Muhlenberg College; Advanced Management Program, Harvard Business School .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (common stock) | 144,895 shares; <1% | As of March 31, 2025; includes options exercisable within 60 days . |
| Options outstanding (Dec 31, 2024) | 180,918 | Aggregate outstanding/unexercised options . |
| Options exercisable within 60 days (Mar 31, 2025) | 110,918 | Footnote (11) discloses exercisable within 60 days . |
| Estimated unexercisable (Dec 31, 2024) | 70,000 | Difference between outstanding and exercisable numbers (180,918 – 110,918) . |
| Pledged shares | None disclosed | No pledging disclosed in beneficial ownership or related transactions . |
| Director stock ownership guidelines | Paused | Company paused formal ownership guidelines for directors/officers due to stock price decline . |
Governance Assessment
- Board effectiveness: Edwards provides strong audit leadership and financial acumen, chairs Audit Committee with robust pre-approval controls and independence oversight; Audit met 7 times and issued a formal report supporting inclusion of audited financials, signaling active oversight .
- Independence & attendance: Independence affirmed; attendance at least 94% in 2024 and participation in 7 independent executive sessions, supporting engagement and oversight quality .
- Compensation alignment for directors: Mix of cash retainer and time-based options; 2025 policy increases option grant size from 70,000 to 120,000, raising equity-based exposure and potential alignment with shareholder outcomes; no performance metrics tied to director pay are disclosed .
- Equity ownership: Beneficial ownership <1% and paused ownership guidelines may weaken formal “skin-in-the-game” signals; however, substantial outstanding options (180,918) indicate equity exposure through options .
- Conflicts/related-party exposure: No related-person transactions involving Edwards disclosed; Audit Committee (chaired by Edwards) reviews related party transactions as part of its charter responsibilities .
- Shareholder feedback: 2024 say-on-pay support was ~97% for executive compensation, indicating broader investor confidence in compensation governance, though this pertains to executives rather than directors .
RED FLAGS / Watch items
- Paused director/officer stock ownership guidelines reduce formal ownership alignment requirements for directors; monitor reinstatement timing and any interim ownership commitments .
- Multi-board commitments: Edwards serves on two other public boards; while no overboarding is disclosed, continued monitoring of workload and committee chair duties across companies is prudent .
Appendix: Committee Membership Snapshot (FY2024)
| Name | Audit | Compensation | Nominating & Corporate Governance | Notes |
|---|---|---|---|---|
| Jeffrey L. Edwards | X (Chair) | X | Committee meeting counts in 2024: Audit 7; Compensation 8; Nominating 2 . Independence affirmed for all committees . |
Director Compensation Summary (FY2024)
| Name | Fees Earned or Paid in Cash | Stock Option Awards (grant-date fair value) | Total |
|---|---|---|---|
| Jeffrey L. Edwards | $71,250 | $72,485 | $143,735 |
| Notes | Annual retainers and committee fees per policy; ASC 718 valuation; option inventory as of 12/31/2024 | See policy for 2024 70,000 options; 2025 policy 120,000 options | |