Michael Mendelsohn
About Michael Mendelsohn
Independent Class I director at Foghorn Therapeutics since April 2017; founder, Board Chairman, and Chief Strategy Officer of Cardurion Pharmaceuticals (since May 2016). Prior roles include SVP & Global Head of Cardiovascular Research at Merck Research Laboratories (2010–2013), venture partner at SV Health Investors (2014–2017), and senior academic leadership at Tufts and Harvard/Brigham. Education: B.A. in Chemistry and English (Amherst College) and M.D. (Harvard Medical School). Core credentials: clinician-scientist with cardiovascular R&D leadership and advisory experience for multinational biopharma; determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Research Laboratories | SVP & Global Head of Cardiovascular Research | Jun 2010–Nov 2013 | Led global CV research programs |
| SV Health Investors | Venture Partner | May 2014–Jul 2017 | Venture investing and portfolio advisory |
| Ironwood Pharmaceuticals | Advisory committee to CSO/President of R&D | Dec 2014–Dec 2018 | R&D advisory |
| Tufts Medical Center & Tufts Univ. School of Medicine | Professor of Medicine & Cardiology | 1993–2010 | Founded and served as Executive Director, Molecular Cardiology Research Institute (1997–2010); Chief Scientific Officer (2008–2010) |
| Brigham & Women’s Hospital / Harvard Medical School | Faculty, Cardiovascular Division | 1987–1993 | Academic cardiology research/education |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Cardurion Pharmaceuticals | Founder, Board Chairman, Chief Strategy Officer | May 2016–present | Private |
| Broadview Ventures | Board member | Nov 2022–present | Non-profit/venture philanthropy (not disclosed as public) |
Board Governance
- Board classification: Class I; term expires at 2027 annual meeting.
- Independence: Board determined all directors except CEO are independent; Mendelsohn serves on the Compensation Committee, which meets Rule 10C-1 independence.
- Committee assignments: Compensation Committee member (Chair: Balkrishan “Simba” Gill; members: Douglas G. Cole, Michael Mendelsohn). Not on Audit or Nominating & Corporate Governance Committees.
- Meeting cadence and engagement: Board held 5 meetings in 2024; Compensation Committee met 5 times, Audit 4 times, Nominating & Corporate Governance 4 times. Each then-serving director other than Dr. Koppel attended at least 75% of meetings of Board and committees they served. Non‑employee directors held executive sessions at each regular Board meeting.
- Trading/hedging restrictions: Company policy prohibits short sales, derivatives, hedging, margin accounts, and pledging of company securities for directors, officers, employees, contractors, and consultants.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $53,000 | Actual cash fees for 2024 |
| Annual director retainer (policy) | $40,000 | Cash, non‑employee directors |
| Compensation Committee member fee (policy) | $5,000 | $10,000 if Chair (Mendelsohn is member) |
| Audit Committee member fee (policy) | $7,500 | $15,000 if Chair |
| Nominating & Corporate Governance Committee member fee (policy) | $4,000 | $8,000 if Chair |
| Board Chair retainer (policy) | $70,000 | Cash retainer for Board Chair |
The 2024 cash fees reported ($53,000) exceed the baseline retainer plus Compensation Committee member fee; no meeting fees are disclosed, suggesting incremental committee/service dynamics or pro‑rating across roles per policy.
Performance Compensation
| Grant Date | Award Type | Shares | Grant Date Fair Value ($) | Vesting | Exercise Price |
|---|---|---|---|---|---|
| Jun 26, 2024 | Stock Option | 16,000 | 66,447 | Annual director options vest in full on first anniversary of grant, subject to continued service. | Policy: exercise price ≥ closing price on grant date (specific price not disclosed in proxy). |
| Outstanding Options as of Dec 31, 2024 | Count |
|---|---|
| Unexercised stock options (Mendelsohn) | 155,124 |
Performance metrics tied to director compensation: None disclosed for directors (director compensation is cash retainers/committee fees plus annual options).
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles |
|---|---|---|---|
| Public company boards | — | None disclosed | — |
| Cardurion Pharmaceuticals | Private | Board Chairman | Not disclosed |
| Broadview Ventures | Non‑profit/venture | Board member | Not disclosed |
No disclosed related‑party transactions involving Mendelsohn’s external entities; related‑party items in 2024–2025 involve a co‑founder consulting agreement, Lilly collaboration, and Danforth Advisors—none attributed to Mendelsohn.
Expertise & Qualifications
- Clinician‑scientist with senior R&D leadership at Merck and extensive academic leadership (founded Tufts’ Molecular Cardiology Research Institute), supporting oversight of science and pipeline strategy.
- Venture and advisory experience across biopharma, including SV Health Investors and Ironwood’s advisory committee, aligns with compensation oversight and talent evaluation responsibilities.
- Education credentials (Harvard M.D., Amherst B.A.) underpin deep technical competency in cardiovascular and translational research.
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Shares Outstanding | Components | Shares Outstanding (as of Apr 23, 2025) |
|---|---|---|---|---|
| Michael Mendelsohn, M.D. | 139,124 | <1% (asterisk per proxy) | Options exercisable within 60 days of Apr 23, 2025: 139,124 | 55,721,340 |
Non‑employee director options held (unexercised) at Dec 31, 2024: 155,124; exercisable count differs due to measurement dates/definitions (exercisable within 60 days vs. total unexercised). No pledging/hedging permitted under policy.
Governance Assessment
- Independence and committee role: Mendelsohn is independent and serves on the Compensation Committee (not Chair), a core governance function overseeing CEO and NEO compensation, director pay, peer group, and ownership guidelines—committee met 5 times in 2024, indicating active engagement.
- Attendance and engagement signals: Board met 5 times; all then‑serving directors except one met at least 75% attendance; regular executive sessions among non‑employee directors suggest robust independent oversight. Specific personal attendance percentages are not disclosed.
- Pay‑for‑performance alignment (director): Mix is cash + options; annual option grant of 16,000 shares with one‑year vest promotes equity alignment; no RSUs/PSUs or performance metrics are tied to director pay, typical for early‑stage biotech boards.
- Ownership alignment: Beneficial ownership <1% with options exercisable; meaningful option holdings (155,124 unexercised) provide upside alignment, but no disclosure of ownership guidelines compliance for directors. Hedging/pledging prohibited—positive alignment safeguard.
- Conflicts and related‑party exposure: No related‑party transactions disclosed involving Mendelsohn. External leadership at Cardurion and Broadview does not present disclosed conflicts with Foghorn’s operations. Audit Committee reviews related‑party transactions; policy in place.
- Compensation oversight quality: Compensation Committee retains independent consultant (Pay Governance) and affirmed independence/no conflicts—positive governance practice.
- Say‑on‑pay context: As an Emerging Growth Company, Foghorn is exempt from advisory say‑on‑pay requirements—limits shareholder feedback channels on compensation until status changes.
RED FLAGS: None disclosed specific to Mendelsohn—no pledging/hedging, no related‑party ties, and independent status maintained. Watch‑items: limited director ownership disclosure granularity; absence of director ownership guidelines compliance reporting; EGC exemption reduces say‑on‑pay feedback.
Insider Trading Compliance
| Item | Status |
|---|---|
| Section 16(a) reporting (2024) | Company states all executive officers, directors, and >10% holders complied with reporting requirements. |
No detailed Form 4 transaction list is disclosed in the proxy; only compliance status is reported.