Maykin Ho
FGENAbout Maykin Ho
Maykin Ho, Ph.D. (age 72) has served as an independent director of FibroGen since December 2018, bringing 30+ years in healthcare and finance, including as a retired Goldman Sachs partner and senior biotechnology analyst. She holds a Ph.D. in Microbiology and Immunology (SUNY Downstate), completed a Harvard Medical School postdoctoral fellowship, and graduated from Duke’s Fuqua Advanced Management Program; she has been designated an audit committee financial expert (2024) .
Past Roles
| Organization | Role | Tenure/Notes | Source |
|---|---|---|---|
| Goldman Sachs | Partner; Senior Biotechnology Analyst; Co‑Head of Healthcare for Global Investment Research; Advisory Director for Healthcare Investment Banking; retired Feb 2015 | 1992–2015; retired Feb 2015 | |
| DuPont‑Merck; DuPont de Nemours & Co. | Managerial roles in licensing, strategic planning, marketing, research | Pre‑1992 | |
| Harvard Medical School | Postdoctoral fellow | Early career | |
| Duke University (Fuqua) | Advanced Management Program graduate | Executive education | |
| SUNY Downstate Medical Center | Ph.D. Microbiology & Immunology; B.S. | Academic credentials |
External Roles
| Organization | Role | Committees/Notes | Source |
|---|---|---|---|
| Agios Pharmaceuticals | Director | Public company board | |
| BioMarin Pharmaceutical | Director | Public company board | |
| Neumora Therapeutics | Director | Public company board | |
| Parexel International Corporation | Director | Private/PE‑backed CRO | |
| Aaron Diamond AIDS Research Center | Director | Non‑profit | |
| Institute for Protein Innovation | Director | Non‑profit | |
| Qiming Venture Partners | Venture Partner | Since July 2015 | |
| Hong Kong Stock Exchange | Biotech Advisory Panel Member | Advisory |
Board Governance
- Independence: The Board determined Dr. Ho is independent under SEC/Nasdaq rules .
- Committee assignments:
- 2024: Audit Committee member; designated audit committee financial expert .
- 2025: Not listed on Audit, Compensation, or Nominating committees (2025 committees comprised of Edwards/Brennan/Schoeneck) .
- Leadership and engagement:
- Independent, non‑executive Chair (Schoeneck) since 2020; separation of Chair/CEO affirmed .
- Executive sessions of independent directors: 7 in 2024 .
- Board met 13 times in 2024; all directors ≥94% attendance. In 2023, 14 meetings; all directors ≥75% attendance .
- Board diversity: As of April 17, 2025, Board is 40% female; 20% Asian .
Committee Meeting Activity
| Metric | 2023 | 2024 | Source |
|---|---|---|---|
| Audit Committee meetings | 7 | 7 | |
| Compensation Committee meetings | 13 | 8 | |
| Nominating & Corporate Governance meetings | 6 | 2 |
Fixed Compensation
- Policy framework (amended Apr 22, 2024): Annual cash retainer $50,000; non‑executive Chair $50,000; committee fees — Audit $10,000 member/$20,000 chair; Compensation $7,500 member/$17,500 chair; Nominating $5,000 member/$10,000 chair; Scientific Advisory Board $25,000; expenses reimbursed . Policy carried forward in 2025 with same cash elements .
- Lead Independent Director stipend currently unused due to independent Chair .
| Item | 2023 | 2024 | Source |
|---|---|---|---|
| Annual cash retainer (policy) | $50,000 | $50,000 | |
| Committee fee schedule (policy) | Audit $10k/$20k; Comp $7.5k/$17.5k; Nominating $5k/$10k; SAB $25k | Same | |
| Dr. Ho – Fees earned (actual) | $60,000 | $60,000 |
Performance Compensation
- Equity structure for directors:
- 2023: Each continuing non‑employee director granted stock options and RSUs; vesting policies per 2014 plan; values disclosed .
- 2024: Annual grant changed to stock options only — 70,000 shares vesting at the earlier of the next annual meeting or June 5, 2025, at fair market value; immediate full vesting of unvested options prior to change in control; initial new‑director option grant 70,000 shares vesting over 3 years .
- 2025: Annual option grant increased to 120,000 shares per non‑employee director, same vesting cadence; change‑in‑control acceleration remains .
| Equity Grants (Directors) | 2023 | 2024 | 2025 | Source |
|---|---|---|---|---|
| Annual grant type | Options + RSUs | Options only (70,000 shares) | Options only (120,000 shares) | |
| Vesting (annual) | Per plan; RSUs and options under 2014 plan | Vests at next annual meeting or June 5, following year | Vests at next annual meeting or June 4, following year | |
| Change‑in‑control | Unvested options vest in full immediately prior to CoC | Same | Same | |
| Dr. Ho – Option award fair value (actual) | $173,544 | $72,485 | Expected option count 120,000 if continuing service | |
| Dr. Ho – RSU award fair value (actual) | $141,990 | — (none in 2024 policy) | — |
Note: No performance metrics are tied to non‑employee director equity or cash compensation; awards are service‑based and time‑vested per policy .
Other Directorships & Interlocks
- Compensation peer group: The 2024–2025 peer group used by FibroGen’s Compensation Committee includes Agios Pharmaceuticals, where Dr. Ho also serves as a director — a potential interlock from an information flow perspective, though Dr. Ho is not on FibroGen’s Compensation Committee in 2024–2025 .
Expertise & Qualifications
- Audit committee financial expert designation (2024) and ability to read/understand fundamental financial statements .
- Deep healthcare finance and strategic experience across biopharma research, licensing, commercialization, and investment research .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 106,659 shares (<1%), including 75,158 shares issuable under options exercisable within 60 days .
- Outstanding director options:
- As of Dec 31, 2023: 75,158 options (Dr. Ho) .
- As of Dec 31, 2024: 145,158 options (Dr. Ho) .
- Ownership guidelines: 2018/2021 guidelines required ownership equal to 3× annual cash retainer within five years; in 2025 the Company paused formal stock ownership guidelines for directors/officers due to share price decline .
- Hedging/pledging: Company prohibits hedging or pledging of securities (including margin purchases) by directors/officers unless pre‑approved; clawback policy in place and awards under the 2024 Plan are subject to recoupment .
| Metric | 2023 | 2024 | 2025 | Source |
|---|---|---|---|---|
| Dr. Ho – Beneficial ownership (shares) | — | — | 106,659 (<1%) | |
| Dr. Ho – Options exercisable within 60 days | 63,046 (Dr. Brennan example shows methodology; Dr. Ho 75,158 in 2025 table) | — | 75,158 | |
| Dr. Ho – Outstanding options | 75,158 | 145,158 | — | |
| Director ownership guidelines | 3× retainer (2018/2021) | 3× retainer | Paused in 2025 |
Fixed vs Performance Compensation – Year‑over‑Year Mix
| Component | 2023 (Dr. Ho) | 2024 (Dr. Ho) | Source |
|---|---|---|---|
| Cash fees | $60,000 | $60,000 | |
| Equity – Options (fair value) | $173,544 | $72,485 | |
| Equity – RSUs (fair value) | $141,990 | — (none) | |
| Total | $375,534 | $132,485 |
Related Party & Conflicts
- Related‑person transactions: The proxy outlines procedures for Audit Committee review and approval of related‑person transactions; no specific related‑party transactions are disclosed for directors in the 2025 proxy .
- Committee independence: All committees comprised of independent directors per Nasdaq/SEC rules .
Say‑on‑Pay & Shareholder Signals (context)
- 2023 say‑on‑pay support ~69%; Compensation Committee engaged investors and adjusted practices accordingly .
- 2024 say‑on‑pay approval strong (53.46M for; 1.75M against); shareholders approved the new 2024 Equity Incentive Plan .
Governance Assessment
- Strengths
- Independent status, strong attendance, and prior Audit Committee financial expert designation bolster oversight credibility .
- Diverse external board experience in biotech increases domain expertise .
- Prohibitions on hedging/pledging and clawback under 2024 equity plan support alignment and governance controls .
- Watch items / potential red flags
- Transition off Audit Committee in 2025 reduces direct committee oversight exposure; investors may seek clarity on role re‑allocation .
- Multiple external directorships and a venture role (Qiming) create information‑flow interlocks; Agios’ inclusion in FibroGen’s comp peer group heightens perceived interlock (mitigated by non‑membership on FibroGen’s Compensation Committee) .
- Stock ownership guidelines paused in 2025 due to share price decline; this weakens formal ownership expectations during a period that also includes a reverse split proposal to maintain Nasdaq listing .
- Company‑level listing compliance and reverse split agenda may affect investor confidence in overall governance climate, though not directly attributable to the director .
Overall, Dr. Ho’s past audit expertise, independence, and sector network are positives for board effectiveness; investors should monitor committee role changes, ownership alignment policy pauses, and potential interlocks for emerging conflicts and optics.
Sources
- 2025 DEF 14A (Apr 25, 2025): Independence, committee composition, compensation policy (2025 options), director fees, attendance, diversity, ownership .
- 2024 DEF 14A (Apr 24, 2024): Election, 2024 director compensation policy (cash/option/RSU), committee roles (Audit incl. Ho), meeting frequencies, ownership guidelines (3× retainer), say‑on‑pay engagement .
- 2024 8‑K Item 5.07 (Jun 7, 2024): Vote results for say‑on‑pay and equity plan .
- 2024 8‑K Exhibit 10.1 (2024 Equity Incentive Plan): Clawback, hedging/pledging restrictions, change‑in‑control, vesting mechanics .
- 2025 DEF 14A: Related‑person transaction policy (no specific transactions listed), peer group (includes Agios) .