Michael Kauffman
FIBROGENAbout Michael Kauffman
Michael G. Kauffman, M.D., Ph.D., was appointed as an independent Class III director of FibroGen on June 4, 2025, and joined the Audit and Compensation Committees on the same date . He holds both MD and PhD degrees from Johns Hopkins Medical School and is board certified in Internal Medicine; he trained at Beth Israel Deaconess and Massachusetts General Hospital, with ~30 years of biotech leadership, notably in oncology drug development and global approvals . His board tenure at FibroGen began in 2025, with committee service indicating governance engagement and expertise aligned to audit and human capital oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karyopharm Therapeutics | Co-founder and CEO | Not disclosed | Led transition from discovery to commercial stage; guided global approvals of XPOVIO |
| Onyx Pharmaceuticals (via Proteolix) | Chief Medical Officer | Not disclosed | Led development of Kyprolis following Onyx’s acquisition of Proteolix |
| EPIX Pharmaceuticals (Predix) | President & CEO | Not disclosed | Executive leadership through development strategy |
| Millennium Pharmaceuticals | Leader, Velcade development program | Not disclosed | Led Velcade® development program |
| Millennium Predictive Medicine; Biogen | Senior roles | Not disclosed | Multiple senior positions in R&D and development |
External Roles
| Organization | Role | Committee/Position | Notes |
|---|---|---|---|
| Verastem Oncology | Lead Director | Lead Independent Director | Public oncology company; role signals governance leadership |
| Nereid Therapeutics Inc. | CEO, President, Board Member | Executive/Director | Company leadership; potential time commitments |
| Kezar Life Sciences | Board Member | — | Board role at an oncology-focused biotech |
| FoRx Therapeutics | Board Member | — | Board role; oncology focus |
| Incendia Therapeutics | Board Member | — | Board role |
| BiVictriX Therapeutics | Board Member | — | Board role |
Board Governance
- Committees: Appointed to Audit Committee (financial reporting, risk, ESG oversight) and Compensation Committee (exec/board pay, HCM oversight) effective June 4, 2025 .
- Committee chairs (2025 proxy baseline): Audit—Jeffrey L. Edwards; Compensation—James A. Schoeneck; Nominating & Corporate Governance—James A. Schoeneck .
- Independence: Audit and Compensation Committees require independence under Nasdaq and Rule 10A‑3; FibroGen’s board affirms independence standards for committee members in proxy disclosures .
- Board structure: Independent, non-executive Chair; roles separated from CEO to reinforce oversight effectiveness .
- Board activity/engagement: In 2024, the board met 13 times; directors participated in at least 94% of meetings; independent directors held 7 executive sessions .
- Director ownership guidelines: Paused due to stock price decline—reduces formal ownership alignment requirements (red flag) .
Fixed Compensation
| Component | Annual Amount (USD) | Notes |
|---|---|---|
| Board retainer (non-employee director) | $50,000 | Annual cash retainer; subject to pro‑ration post-appointment |
| Audit Committee member | $10,000 | Member fee (Chair is $20,000) |
| Compensation Committee member | $7,500 | Member fee (Chair is $17,500) |
Performance Compensation
| Award | Grant Date | Quantity | Exercise Price | Vesting Schedule | Expiration | Source |
|---|---|---|---|---|---|---|
| Initial stock option (director) | 2025-06-04 | 70,000 options | $0.3051 | Vests in equal quarterly installments over 3 years, subject to continuous service | 2035-06-03 | [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb] |
| Annual stock option (director) | 2025-06-04 | 120,000 options | $0.3051 | Vests in four equal quarterly installments from grant or earlier at next annual meeting, subject to continuous service | 2035-06-03 | [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb] |
| Annual director option policy (2025 AGM) | 2025-06-04 | 120,000 options | FMV at grant | Annual awards vest by next annual meeting or June 4 of following year | Plan standard 10-year |
The company’s non-employee director policy provides initial 70,000-share options vesting over 3 years and annual 120,000-share options vesting by the next AGM; grants are at fair market value on grant date . The Form 4 confirms the grant dates, quantities, strike price, vesting mechanics, and 10-year expiration [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb].
Other Directorships & Interlocks
| Company | Relationship to FibroGen | Potential Interlock Considerations |
|---|---|---|
| Verastem Oncology; Kezar Life Sciences; FoRx; Incendia; BiVictriX | Oncology sector boards | Overlapping sector oversight can create information-flow sensitivities; no related-party transactions disclosed at appointment |
Expertise & Qualifications
- Oncology R&D and clinical development leadership, including leading programs for Velcade®, Kyprolis®, and commercial launch strategy for XPOVIO® .
- Financial, regulatory, and global approval strategy experience across multiple biopharma companies .
- MD/PhD scientific training and board certification in Internal Medicine; advanced clinical training at top institutions .
Equity Ownership
| Security Type | Quantity Reported | Ownership Form | Notes |
|---|---|---|---|
| Common stock | None reported on Form 4 | — | Form 4 Table I shows no non-derivative holdings at grant [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb] |
| Stock options (aggregate) | 190,000 | Direct | 70,000 initial director option + 120,000 annual director option granted 2025-06-04 [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb] |
| Ownership guidelines | Paused | — | Formal director/officer guidelines paused due to stock price decline |
Insider Trades
| Date | Form | Transaction | Quantity | Strike | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 2025-06-06 | Form 3 | Initial statement of beneficial ownership | — | — | — | — |
| 2025-06-06 | Form 4 (for 06/04/2025) | Grant of initial director option | 70,000 | $0.3051 | Quarterly over 3 years | 2035-06-03 |
| 2025-06-06 | Form 4 (for 06/04/2025) | Grant of annual director option | 120,000 | $0.3051 | Four quarterly installments or next AGM | 2035-06-03 |
Sources: Form 3 filing and Form 4 filing (strike/vesting/expiry) [investor.fibrogen.com/static-files/6e24f313-9469-4936-984b-ff0ff8219707] [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb].
Compensation Structure Analysis
- Cash vs equity mix: Annual cash retainer $50,000 plus committee fees ($10,000 Audit; $7,500 Compensation) versus sizeable option component (initial 70,000; annual 120,000), indicating heavier emphasis on equity alignment after 2024 retainer reduction (Chair retainer cut from $100,000 to $50,000) .
- Option structure: 10-year term with quarterly vesting; annual grants vest by next AGM—provides at-risk, service-based incentives but can be high-leverage given low strike price at time of grant ($0.3051) [investor.fibrogen.com/static-files/64b5a49b-3fe3-4a28-8511-78224e4f66fb].
- Policies: Clawback policy revised to Dodd‑Frank requirements; hedging and pledging prohibited without pre-approval—strengthens governance controls .
Related Party Transactions
- No related-party transactions associated with Dr. Kauffman’s appointment were disclosed in the 8-K; he entered FibroGen’s standard Indemnity Agreement effective June 4, 2025 .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 say‑on‑pay advisory vote: 31,091,508 For; 8,989,137 Against; 964,591 Abstaining; 26,318,711 broker non‑votes—indicates majority support for executive compensation structure .
Governance Assessment
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Positives:
- Independent director with deep oncology and development expertise; immediate placement on Audit and Compensation Committees supports board effectiveness and domain coverage .
- Strong governance policies (clawback; hedging/pledging prohibitions), and independent board leadership structure with non-executive Chair .
- Transparent director compensation policy with defined cash and equity components; option vesting tied to service/AGM .
-
Watch items / red flags:
- Director and officer stock ownership guidelines paused—reduces formal equity alignment expectations during a period of share price stress .
- Extensive external board and CEO commitments in the oncology sector may require ongoing monitoring for information-flow sensitivities; no related-party dealings disclosed at appointment .
- Company-level listing risk and reverse split authorization indicate broader governance and capital market pressures—board oversight of capital and risk signaling remains critical .
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Attendance and engagement context: Board met 13 times in 2024, with ≥94% attendance and 7 independent executive sessions; Kauffman’s engagement will be evaluated going forward given his 2025 appointment .