David Johnson
LiquidiaAbout David Johnson
David Johnson (age 42) is an independent Class II director of Liquidia Corporation and a member of the Audit Committee. He was appointed in April 2021 concurrent with Caligan Partners’ investment and currently serves as Managing Partner and co‑Founder of Caligan Partners LP; he holds an A.B. (cum laude) and S.M. in Applied Mathematics from Harvard College. The Board has affirmatively determined he is independent under Nasdaq and SEC heightened audit committee standards; he attended at least 75% of Board and applicable committee meetings in 2024, with the Board meeting six times and the Audit Committee five times. Johnson also serves as a non‑executive director at Exelixis, Inc. and previously served on the board of AMAG Pharmaceuticals.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Managing Director | 2010–2017 | Senior investment leadership |
| Morgan Stanley (Principal Investments) | Vice President | 6 years (prior to 2010) | Principal investments experience |
| AMAG Pharmaceuticals | Director | Oct 2019 – Nov 2020 | Board member |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Exelixis, Inc. (Nasdaq: EXEL) | Non‑executive Director | Current | Audit Committee; R&D Committee |
| Harvard College Fund | Executive Committee | Current | — |
| Children’s Scholarship Fund | Director | Current | — |
Board Governance
- Committee assignments: Audit Committee member; prior service on Research & Development Committee (Apr 2021–Jan 2022). Audit Committee held five meetings in 2024; all members are financially literate and independent under SEC/Nasdaq heightened standards.
- Independence: Board determined Johnson is independent under Nasdaq listing standards and Rule 10A‑3.
- Attendance: Board held six meetings in 2024; only one director (Paul Manning) was <75%. Johnson attended at least 75% of applicable Board/committee meetings.
- Election arrangements: Appointed under an April 2021 Standstill Agreement tied to Caligan’s investment; Caligan retains replacement designation rights during the Standstill Period while maintaining ≥66% of its original voting position. Johnson’s Audit Committee seat is to be maintained during the Standstill, subject to service.
- Board structure: 9 directors; 8 independent; CEO and Chair roles separated; Audit Committee oversees risk, with periodic reports to full Board.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000 | Non‑employee director policy |
| Audit Committee member fee | $10,000 | Member annual fee |
| Total cash fees (2024) | $60,000 | As reported for Johnson |
| Annual RSU grant | $250,009 | Standard director RSU grant value |
| Total 2024 director compensation | $310,009 | Cash + RSUs |
Fee schedule reference:
- Board: $50,000 member; +$35,000 chair
- Audit: $10,000 member; +$10,000 chair
- Compensation: $7,500 member; +$7,500 chair
- Nominating & Governance: $5,000 member; +$5,000 chair
Performance Compensation
| Award Type | Grant/Status | Terms | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs | 2024 grant valued at $250,009 | Vests on the earlier of 1‑year from grant or day prior to next annual meeting | None (time‑based; no performance metrics for directors) |
| Outstanding Options | 106,132 (as of 12/31/2024) | Legacy grants outstanding; terms per prior awards | None disclosed for director options |
| Outstanding RSUs | 20,359 (as of 12/31/2024) | Time‑based vesting per director policy | None |
Director equity is time‑based; no PSU metrics are used for non‑employee directors. The company’s Clawback Policy applies to incentive‑based compensation for executive officers, not directors.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Exelixis, Inc. | Non‑executive Director; Audit & R&D committees | No direct Liquidia transactional ties disclosed; governance/industry knowledge sharing |
| AMAG Pharmaceuticals | Director (prior) | Tenure ended Nov 2020 |
| Caligan Partners LP (largest LQDA stockholder) | Managing Partner, co‑Founder | Related‑party transactions: $10.0M LQDA private placement to Caligan at $8.90/share on Dec 10, 2024; Board policy governs review/approval of related‑party deals |
Expertise & Qualifications
- Investor and financial strategy expertise from Carlyle (MD) and Morgan Stanley principal investing (VP).
- Governance and biopharma board experience (Exelixis, AMAG).
- Education: A.B. (cum laude) and S.M. in Applied Mathematics, Harvard College.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components | Pledged? |
|---|---|---|---|---|
| David Johnson / Caligan Partners LP | 8,238,416 | 9.6% | 8,118,592 shares in Caligan‑managed funds; 119,824 underlying options/RSUs (incl. 40,000 options; 20,539 RSUs deemed held for Caligan) | Company anti‑pledging policy prohibits pledging without CFO approval |
| Shares outstanding (Record Date) | — | — | 85,448,787 common shares | — |
Johnson is deemed a beneficial owner through Caligan with additional director equity awards outstanding; anti‑hedging/anti‑pledging restrictions apply to directors.
Governance Assessment
- Alignment: Significant ownership via Caligan (9.6%) aligns financial incentives with shareholders; anti‑hedging/anti‑pledging policy strengthens alignment.
- Effectiveness: Active Audit Committee membership; Board and committee meeting cadence (6 and 5 respectively in 2024) indicates established oversight infrastructure; Johnson met ≥75% attendance threshold.
- Independence: Board confirms independence under Nasdaq and Rule 10A‑3, and audit committee heightened standards; Audit Committee financial literacy affirmed for all members.
- Potential conflicts (monitoring point): Appointment and committee placement tied to Caligan Standstill Agreement, plus Dec 2024 related‑party private placement ($10.0M). Mitigants include formal related‑party transaction policy and audit committee review by disinterested independent directors.
- Red flags: None disclosed regarding legal proceedings, SEC investigations, pledging/hedging, or low attendance (Johnson meets attendance threshold). Only Paul Manning was <75%. Continue monitoring Caligan influence via Standstill and related transactions.