Mahesh Krishnan
Director at HALO
Board
About Mahesh Krishnan
Mahesh Krishnan, M.D., age 54, is an independent director of Halozyme and has served on the Board since 2024, bringing more than 20 years of experience across healthcare delivery, biopharma medical affairs, and corporate development. He currently serves on the Nominating and Corporate Governance Committee and is deemed independent under NASDAQ rules; his background includes senior roles at DaVita and Amgen, and prior clinical practice as a nephrologist, with degrees from Jefferson Medical College (M.D.), Penn State (B.S. pre‑medicine), Johns Hopkins (M.P.H.), and Johns Hopkins Carey School of Business (M.B.A.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Nephrology Group | Practicing nephrologist | 2000–2004 | Managed daily operations in a clinical setting |
| Amgen Inc. | Global Development Leader, Epogen; Executive Director, Medical Policy; Executive Director, Medical Affairs | 2004–2009 | Oversaw clinical trials for Epogen, negotiated label iterations with FDA; led medical affairs and marketing plans |
| DaVita Inc. | International Chief Medical Officer | 2015–May 2019 | Oversaw clinical, operational, and safety performance across healthcare operations in 11 countries |
| DaVita Inc. | Group Vice President, Research & Development | Since May 2019 | Leads R&D; responsible for strategic partnerships, corporate development and M&A; venture investments |
| DaVita Venture Group | Co‑Lead | Since 2009 (various roles; current co‑lead role noted) | External innovation arm; JV/spinouts; fundraising and capital markets engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chinook Therapeutics, Inc. | Director (recent past) | Not specified | Listed as recent past public company board experience |
| DaVita Venture Group | Co‑Lead; Group VP R&D | Current | Oversees corporate development, M&A, partnerships, and venture investments |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; current members are Matthew L. Posard (Chair), Mahesh Krishnan, and Moni Miyashita; the committee held 4 meetings in FY2024 .
- Independence: The Board determined Dr. Krishnan is independent under NASDAQ rules (all directors except the CEO are independent) .
- Board leadership and executive sessions: CEO and Board Chair roles are separated; non‑employee Chair Jeffrey W. Henderson presides over executive sessions of independent directors held at regularly scheduled meetings .
- Attendance and engagement: Board held 11 meetings in FY2024, and each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 Annual Meeting of Stockholders .
Fixed Compensation
| 2024 Director Compensation (Krishnan) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 37,473 |
| Stock Options (grant-date FV) | 150,009 |
| Stock Awards (RSUs; grant-date FV) | 250,028 |
| Total | 437,510 |
| Non‑Employee Director Cash Retainers | Amount ($) |
|---|---|
| Annual Board retainer | 50,000 |
| Chair of the Board retainer | 125,000 |
| Audit Committee member retainer | 15,000 |
| Audit Committee chair retainer | 30,000 |
| Compensation Committee member retainer | 10,000 |
| Compensation Committee chair retainer | 20,000 |
| Nominating & Corporate Governance Committee member retainer | 5,000 |
| Nominating & Corporate Governance Committee chair retainer | 10,000 |
Performance Compensation
| Component/Term | Detail |
|---|---|
| Annual equity mix | RSUs valued at ~$250,000 and options valued at ~$150,000 granted immediately following each Annual Meeting; shares determined by grant‑date price/valuation |
| Vesting | Annual awards vest in full on the earlier of the first anniversary of grant or the next Annual Meeting following grant (subject to acceleration upon change of control) |
| Initial awards (mid‑cycle) | Prorated RSU and option grants for directors appointed between Annual Meetings ($187,500/$112,500 for >3 quarters; $125,000/$75,000 for >2–3 quarters; $62,500/$37,500 for >1–2 quarters; none for ≤1 quarter); vest at next Annual Meeting (subject to change‑of‑control acceleration) |
| Post‑service exercisability | Vested options generally exercisable for three years after director service ends (subject to earlier termination per option term or change in control) |
| Performance metrics | None disclosed for director awards; grants are time‑based (no TSR or operational metrics for directors) |
| Deferral programs | Directors may elect to defer cash fees (Cash Deferral Plan) and/or convert fees to RSUs and/or defer RSU payment (Equity Deferral Plan) with specified crediting and payout mechanics |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Noted |
|---|---|---|---|
| Chinook Therapeutics, Inc. | Director (recent past) | Not disclosed | No related‑party transactions requiring disclosure since beginning of last fiscal year |
Expertise & Qualifications
- Board skill matrix: Dr. Krishnan provides expertise in Medicine & Science; Pharma Business Leadership & Operations; Complementary Business/Industry Segment Experience; International Business; Finance & Capital Markets; and M&A .
- Regulatory and development: Led Epogen global development at Amgen; engaged in FDA advisory committee processes and manufacturing change programs; authored two books on pharmaceutical sales training .
- Corporate development: Oversees M&A, joint ventures, spinouts, fundraising, and investor relations engagement through DaVita Venture Group .
- Education: M.D. (Jefferson Medical College), B.S. pre‑medicine (Penn State), M.P.H. (Johns Hopkins), M.B.A. (Johns Hopkins Carey School of Business) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned | 15,305 |
| Ownership % of common shares outstanding | Less than 1% (outstanding shares 123,533,310 as of March 4, 2025) |
| Aggregate options outstanding (#) | 8,804 |
| Aggregate unvested stock awards (#) | 6,501 |
| Vested deferred stock units (#) | — (none disclosed) |
| Director ownership guidelines | Minimum 5× base annual retainer; compliance expected within 5 years of election/appointment; retention requirements apply until compliant |
| Pledging/hedging | Insider trading policy in place; no pledging or hedging disclosures specific to directors in proxy |
Governance Assessment
- Independence and role fit: Independent director on NASDAQ standards with deep biopharma and healthcare services expertise; placed on Nominating & Corporate Governance where his operational and strategic skill set supports board composition and governance oversight .
- Attendance and engagement: Board met 11 times in FY2024; all directors met at least 75% attendance and all attended the 2024 annual meeting—supportive of effective oversight and engagement .
- Ownership alignment: Equity‑heavy director pay (RSUs and options) and a stringent 5× retainer ownership guideline (five‑year compliance window) align incentives; Krishnan holds 15,305 shares with additional unvested RSUs and options outstanding .
- Compensation structure: Director equity awards are time‑based (no performance metrics), vesting on the earlier of one year or next Annual Meeting; options remain exercisable for three years post‑service, and awards accelerate on change in control—standard features with limited risk of pay‑for‑performance misalignment at the director level .
- Conflicts and related‑party exposure: No related‑party transactions requiring disclosure since the beginning of the last fiscal year; Audit Committee oversees related‑party approvals, reducing conflict risk. Ongoing DaVita leadership could be a theoretical interlock risk if Halozyme transacts with DaVita, but none is disclosed .
- Board effectiveness context: Separation of CEO/Chair with independent chair presiding over executive sessions, quarterly ERM reviews, and periodic cybersecurity briefings to Audit Committee demonstrate structured oversight mechanisms around risk and governance .
RED FLAGS: None disclosed in proxy regarding related‑party transactions, attendance shortfalls, pledging/hedging, or compensation committee interlocks; director equity is time‑based without repricing or performance metric manipulation signaled .