Neil Gallagher
About Neil Gallagher
Independent director of Foghorn Therapeutics (FHTX), nominated as a Class II director in 2025; tenure begins May 2025. Background spans senior R&D leadership and clinical development across large pharma and emerging biotechs; currently President, Head of Research & Development at Syndax Pharmaceuticals (since April 2023). Education includes an M.D. from Trinity College Dublin and a fellowship in Gynecological Oncology at the Institute for Cancer Studies, University of Birmingham, UK. Core credentials: global drug development leadership (AbbVie CMO/Head of Development; Amgen; Novartis), oncology clinical development, portfolio strategy; currently also a director of Zymeworks Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Chief Medical Officer; Vice President, Head of Development | Jan 2020–Apr 2023 | Led multiple programs through global approval; oversaw asset strategy/portfolio across therapeutic areas |
| AbbVie Inc. | Head of Global Oncology Development | Nov 2017–Dec 2019 | Led oncology development globally |
| Amgen | Head of Development (Oncology & Inflammation) | May 2016–Oct 2017 | Development leadership across oncology/inflammation |
| Novartis | Development and clinical program leadership | ~10 years (prior to 2016) | Led several development/clinical programs across portfolio |
| AstraZeneca | Senior Medical Director | Early career (dates not specified) | Clinical leadership |
| Astex Therapeutics | Director of Clinical Development | Early career (dates not specified) | Clinical development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Syndax Pharmaceuticals | President, Head of Research & Development | Apr 2023–present | Operating executive role (time-intensive) |
| Zymeworks Inc. | Director (public company) | Current (as of proxy filing) | Board member; committee assignments not disclosed |
Board Governance
- Classification: Class II director, up for election in 2025; service begins May 2025 .
- Independence: Board determined all directors except CEO Adrian Gottschalk are independent under Nasdaq and SEC rules; Gallagher is independent .
- Committee assignments: None currently (not listed on Audit, Compensation, or Nominating & Corporate Governance) .
- Board operations context: Board held five meetings in 2024; non‑employee directors met in executive session at each regularly scheduled meeting; two directors attended the 2024 annual meeting (virtual) .
- Conflicts oversight: Nominating & Corporate Governance Committee oversees director independence and potential conflicts; Audit Committee reviews related‑party transactions .
Fixed Compensation
Director compensation policy (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | $70,000 for Chair of the Board |
| Audit Committee member | $7,500 | $15,000 for Audit Chair |
| Compensation Committee member | $5,000 | $10,000 for Compensation Chair |
| Nominating & Corporate Governance or Science Committee member | $4,000 | $8,000 for committee Chair |
| Equity – initial grant (post-IPO new director) | Option to purchase 32,000 shares | Initial grant fair value cap $600,000; vests 1/3 annually over 3 years |
| Equity – annual grant | Option to purchase 16,000 shares | Annual grant fair value cap $300,000; vests fully after 1 year |
| Annual compensation cap | $750,000 per year | $1,000,000 in first year of service |
Notes:
- Options have exercise price ≥ closing market price on grant date; 10-year term .
- Reimbursement for reasonable travel/expenses provided .
Performance Compensation
Director equity award mechanics (time-based; no explicit performance metrics):
| Item | Detail |
|---|---|
| Award type | Stock options for non-employee directors (initial and annual grants) |
| Vesting schedules | Initial: 1/3 on each of first three anniversaries; Annual: 100% on first anniversary |
| Performance metrics tied to director pay | None disclosed; awards are time-based, not TSR/financial-goal linked |
| Exercise price/term | At least equal to market close on grant date; 10-year expiration |
Compensation governance:
- Compensation Committee comprised of independent directors; uses independent consultant (Pay Governance) to advise on pay levels and peer benchmarking; Committee assessed consultant independence and found no conflicts .
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock/Conflict |
|---|---|---|---|
| Zymeworks Inc. | Director | Biotechnology | No FHTX-disclosed related‑party transactions or overlaps; committee roles not disclosed – |
No related‑party transactions disclosed involving Gallagher; FHTX related‑party disclosures include a Lilly collaboration, consulting arrangements with Dr. Kadoch, and Danforth Advisors for interim CFO services—none tied to Gallagher –.
Expertise & Qualifications
- Global drug development leadership: AbbVie CMO/Head of Development; prior leadership at Amgen and Novartis .
- Oncology clinical development expertise; led multiple programs through global approval .
- Academic/clinical credentials: M.D. (Trinity College Dublin); fellowship in Gynecological Oncology (University of Birmingham, UK) .
Equity Ownership
- Beneficial ownership by Gallagher not disclosed in the April 23, 2025 ownership table (which lists directors and nominees); thus, no share count, options breakdown, or % outstanding available for him as of the record date –.
- Policy prohibits hedging and pledging of company stock by directors and officers (alignment safeguard) .
Governance Assessment
- Independence and conflicts: Gallagher is independent under Nasdaq/SEC standards; Nominating & Corporate Governance Committee monitors conflicts, and Audit Committee reviews related‑party transactions—no Gallagher‑specific conflicts disclosed. His operating role at Syndax and directorship at Zymeworks warrant ongoing monitoring for sector overlap, but no transactions/interlocks with FHTX are disclosed –.
- Board effectiveness: As a newly nominated independent director with deep oncology and portfolio development experience, Gallagher adds R&D oversight strength. He currently holds no committee assignments, so direct influence on pay/audit/governance processes will depend on future committee placements .
- Pay alignment: Director compensation is modest cash plus time‑vested options with prohibitions on hedging/pledging—generally aligned with shareholders and standard for EGC biotechs; no performance‑based metrics in director pay are disclosed .
- RED FLAGS: None disclosed specific to Gallagher (no related‑party transactions, hedging/pledging prohibited, independence affirmed). Company‑level notes: EGC status reduces executive comp disclosures and exempts say‑on‑pay voting, limiting external feedback signals on pay practices .