Alan Ezekowitz
About Alan Ezekowitz
Alan Ezekowitz, MBChB, D.Phil, age 71, has served on Fulcrum Therapeutics’ board since December 2016 and is a Class I director with a term expiring at the 2026 annual meeting. He is currently an advisory partner at Third Rock Ventures and previously served as CEO of Abide Therapeutics, senior vice president at Merck Research Laboratories, and the Charles Wilder Professor of Pediatrics at Harvard Medical School. He holds medical training from the University of Cape Town and a Doctor of Philosophy from Oxford University. We believe his life sciences leadership and scientific background underpin his governance contributions at Fulcrum .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulcrum Therapeutics | Director (Class I) | Dec 2016–present | Compensation & Human Capital Management (Chair); Science & Technology (Member) |
| Third Rock Ventures (TRV) | Advisory Partner; prior Venture Partner | Advisory Partner since Dec 2023; Venture Partner Dec 2019–2022 | Venture formation expertise; life sciences ecosystem connectivity |
| Abide Therapeutics (acquired by H. Lundbeck A/S) | Co-founder; President & CEO | 2011–May 2019 | Led company to successful acquisition; operational leadership |
| Merck Research Laboratories | SVP & Franchise Head (bone, respiratory, immunology, etc.) | Mar 2006–Mar 2011 | Large-scale portfolio leadership |
| Harvard Medical School / MGH | Charles Wilder Professor; Chief of Pediatric Services; Director, Laboratory of Developmental Immunology | Jun 1995–Mar 2005 | Academic leadership and immunology credentials |
External Roles
| Organization | Role | Public/Private | Committee Roles |
|---|---|---|---|
| Organon & Co. | Director | Public | Not disclosed in FULC proxy |
| Septerna, Inc. | Director | Private | Not disclosed in FULC proxy |
| Third Rock Ventures | Advisory Partner | Private | Not a board role; advisory capacity |
Board Governance
- Independence: Determined independent under Nasdaq rules; all directors except the CEO (Sapir) and Gould were deemed independent in April 2025 .
- Committee assignments: Chair, Compensation & Human Capital Management Committee (met five times in 2024); Member, Science & Technology Committee (committee assists R&D oversight) .
- Board attendance: The full board met seven times in 2024; each director attended in person or participated in ≥75% of aggregate board and committee meetings .
- Board structure: Independent chair (Kate Haviland); no lead independent director because chair is independent; independent directors meet in executive session at least twice per year .
- Say-on-pay and frequency votes (2025): 99.7% approval for NEO pay; “One Year” frequency supported; strong investor support signals .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board retainer (Member) | $40,000 | Standard annual fee |
| Compensation & HCM Committee – Member Fee | $5,000 | Committee membership |
| Compensation & HCM Committee – Chair Increment | $5,000 | Chair premium |
| Science & Technology Committee – Member Fee | $5,000 | Committee membership |
| Total Cash Fees Earned (2024) | $55,000 | Reported as fees earned |
Performance Compensation
| Equity Component | Grant Policy | Grant Size | Vesting | 2024 Fair Value Recognized |
|---|---|---|---|---|
| Annual Director Option Grant (2024) | All non-employee directors received options after the 2024 annual meeting | 30,000 options | Vests 100% on first anniversary or immediately prior to next annual meeting | $167,559 (aggregate option grant fair value reported for Ezekowitz) |
| Director Option Program (effective Jan 24, 2025) | Revised program | Initial: 72,000 options; Annual: 36,000 options | Initial: monthly vest over 3 years; Annual: 1-year cliff | N/A (2025 program forward-looking) |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of company securities, with rare exceptions for non-margin loans in extraordinary circumstances; applies to directors .
- Clawback policy: Adopted Nov 2023; administered by Compensation & HCM Committee (chaired by Ezekowitz); recovers erroneously awarded incentive-based comp for executive officers upon restatement per Rule 10D-1 .
Other Directorships & Interlocks
| Entity | Relationship to FULC | Potential Interlock/Conflict Commentary |
|---|---|---|
| Organon & Co. (Public) | Ezekowitz serves as director | No related party transactions disclosed involving Organon; low direct conflict visibility |
| Septerna, Inc. (Private) | Ezekowitz serves as director | No related party transactions disclosed; low direct conflict visibility |
| Third Rock Ventures | Advisory/venture ties (Ezekowitz and Geraghty has TRV history) | Board includes TRV-linked backgrounds; audit committee reviews any related person transactions; none disclosed involving Ezekowitz |
Expertise & Qualifications
- Deep biopharma operating experience (CEO, Merck franchise head) and academic immunology credentials; active R&D oversight (Science & Technology Committee) .
- Compensation governance experience as Chair, Compensation & HCM Committee; oversight of equity grant timing policy (adopted April 2025) and clawback policy .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Common shares owned | 28,927 | Direct holdings |
| Options exercisable within 60 days | 95,285 | Included in beneficial ownership |
| Total options outstanding | 125,285 | Aggregate outstanding options at 12/31/2024 |
| Unvested options (estimated) | 30,000 | Derived as total options − exercisable within 60 days (125,285 − 95,285) |
| Total beneficial ownership | 124,212 | Shares + options exercisable within 60 days |
| % of shares outstanding | <1% | Based on 53,979,306 shares outstanding |
| Hedging/Pledging status | Prohibited | Per insider trading policy |
Governance Assessment
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Board effectiveness: Ezekowitz’s dual role as Compensation Chair and S&T Committee member aligns governance to both human capital and R&D oversight; committee met five times in 2024, indicating active engagement .
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Independence & attendance: Independent under Nasdaq rules; met the company’s ≥75% attendance guideline, supporting investor confidence in oversight .
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Pay alignment: Director compensation predominantly equity-linked via options, with modest cash retainers; option vesting is time-based, consistent with industry practice; no director RSUs/PSUs disclosed .
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Policy signals: Strong anti-hedging/pledging provisions and a formal clawback policy overseen by his committee reinforce alignment and accountability .
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Shareholder sentiment: 2025 say-on-pay passed with 46,099,800 votes for vs 111,967 against; “One Year” frequency supported—positive governance signal .
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RED FLAGS
- None specific to Ezekowitz disclosed: no related-party transactions, pledging, or attendance issues noted. Executive tax gross-ups for housing/travel allowances exist, which his committee oversees—investors may monitor future use and rationale .