Matthew Foehr
About Matthew Foehr
Matthew W. Foehr, 52, serves as President, Chief Executive Officer and a Director of OmniAb; he has 25+ years of pharmaceutical industry experience across operations, technology development, and global R&D, and holds a B.S. in biology from Santa Clara University . He previously led R&D integration at GSK’s Stiefel division and held senior operating roles at Ligand and Connetics; he is a current director at Viking Therapeutics, Inc. and was a director at Ritter Pharmaceuticals until its 2020 merger . Governance-wise, OmniAb separates chair and CEO roles (chair: John Higgins) and classifies Foehr as non‑independent, with committees composed entirely of independent directors . Pay-for-performance signals include TSR-based PSUs from 2022 later certified at 158% of target in January 2025, demonstrating linkage to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ligand Pharmaceuticals | President & COO; previously EVP & COO | President & COO 2015–2022; EVP & COO 2011–2015 | Operated and managed a public biopharma platform; drove portfolio and operational execution |
| GlaxoSmithKline (Stiefel division) | Acting Chief Scientific Officer (Dermatology); VP & Head Consumer Dermatology R&D | Post‑2009 (after GSK acquired Stiefel in 2009) | Led R&D integration of Stiefel into GSK; directed consumer dermatology R&D |
| Stiefel Laboratories | SVP Global R&D Operations; SVP Product Development & Support; VP Global Supply Chain Technical Services | Pre‑2009 (pre‑GSK acquisition) | Scaled R&D ops, product development and supply chain technical services |
| Connetics Corporation | SVP Technical Operations; VP Manufacturing | Prior to Stiefel tenure | Managed manufacturing and technical operations at specialty pharma |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viking Therapeutics, Inc. | Director | Current (as of April 23, 2025) | Public biotech board member; oversight of strategy and governance |
| Ritter Pharmaceuticals, Inc. | Director | 2015–2020 (until merger with Qualigen) | Board service through strategic transaction |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 594,226 | 70% | 374,362 |
| 2023 | 563,542 | 70% | 394,479 |
Note: The HCMCC disclosed 2024 base salary levels set at $600,000 for the CEO (administrative salary basis), with summary compensation reflecting actual paid amounts for the year .
Performance Compensation
| Component | Metric/Design | Target/Grant | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (2024) | 100% corporate performance; categories: Technology Innovation; Deals/Alliances; Business Operations & Financial; Culture/Organizational Development | Target 70% of base | Paid $374,362 | Paid in Q1 following performance year |
| Options (2024 grant) | Time-based stock options; 10-year term; strike = FMV at grant date | 656,250 options | Grant-date fair value $2,060,953 (Topic 718) | 12.5% at 6 months (Aug 16, 2024), then 42 equal monthly installments |
| RSUs (2024 grant) | Time-based RSUs | 109,375 RSUs | Grant-date fair value $616,875 (Topic 718) | 3 equal annual tranches on Feb 16, 2025/2026/2027 |
| PSUs (2022 grant) | Two components: Business Combination timing; combined Ligand+OmniAb TSR vs Nasdaq Biotech Index | Target PSUs outstanding at 12/31/2024: 48,678 | TSR component certified at 158% achievement in Jan 2025 | Based on certified performance; initial component vested at 100% at Business Combination closing |
| Clawback | SEC/Nasdaq-compliant clawback for erroneously paid incentive compensation (effective for Section 16 officers from Oct 2, 2023) | n/a | Recovery if restatement triggers | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,049,579 shares (4.1% of outstanding) |
| Composition | 3,796,236 common shares (includes 391,030 Earnout Shares); 1,253,343 options exercisable within 60 days of April 23, 2025 |
| Vested vs Unvested (selected holdings) | See “Outstanding Equity Awards” listing below for tranche details |
| Insider Trading & Pledging/Hedging | Policy prohibits pledging, hedging, margin purchases, short sales, and derivatives on company stock |
| Director Ownership Guidelines | Directors must own ≥3x annual cash retainer within 5 years; compliance window ongoing per tenure; employee directors receive no board fees |
Outstanding Equity Awards (as of 12/31/2024) – Selected CEO tranches:
- Options: multiple grants with strikes and expirations, e.g., 172,768 at $6.46 expiring 2/10/2025; 111,038 at $9.84 expiring 2/11/2026; 104,231 at $11.52 expiring 2/24/2027; through more recent grants (e.g., 136,719 exercisable and 519,531 unexercisable at $5.64 expiring 2/16/2034) . RSUs: aggregate unvested RSUs 235,395 across grants from 2022–2024; market value $833,298 at 12/31/2024 ($3.54/share) . PSU target balance as of 12/31/2024: 48,678; TSR certified at 158% in Jan 2025 .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control Severance | Double trigger: if terminated without cause or resigns for good reason within 24 months post‑CoC, lump sum of 1x annual base salary + 1x greater of target bonus for termination year or CoC year; plus 12x monthly COBRA premium for employee and dependents |
| Equity Treatment | Acceleration of all time‑based stock awards upon qualifying CoC termination; option post‑termination exercise extended to 9 months (not beyond original expiry) |
| Definitions | “Cause” includes felony conviction/plea, willful/material breach, gross negligence/misconduct, failure to perform duties after notice/cure periods; “Good reason” includes material diminution of role/comp, relocation, or material breach by company, with notice and cure mechanics |
| General Severance Plan | For involuntary termination without cause (outside CoC): base salary continuation for period = 2 months + 1 week per year of service; COBRA coverage at active rates during severance period; mutually exclusive with individual CoC agreement benefits |
Board Service and Governance
- Board role: Director since 2022; company separates board chair (Higgins) and CEO; Foehr classified as non‑independent .
- Committees: Audit, HCMCC, NCG, and Science & Technology committees are 100% independent; Foehr is not listed as a member on these committees .
- Attendance: All incumbent directors attended at least 75% of board and committee meetings during their service in 2024 .
Investment Implications
- Alignment: Significant at‑risk pay via options/RSUs and TSR PSUs (2022 PSUs at 158% achievement), plus prohibition on pledging/hedging and a clawback policy enhance alignment with shareholder outcomes .
- Retention risk: Meaningful unvested RSUs and long option vesting tails support retention; double‑trigger CoC terms with time‑based acceleration may increase turnover risk if a transaction occurs but otherwise encourage continuity .
- Governance quality: Separation of chair/CEO and independent committees mitigate dual‑role concerns for an executive director; non‑independence classification for the CEO is addressed through structure and oversight .
- Pay-for-performance: Annual bonus tied to multi‑category corporate objectives and long-term equity vehicles link pay to execution; absence of tax gross‑ups and presence of clawback are shareholder‑friendly .
- Ownership signal: 4.1% beneficial ownership including earnout shares and in‑the‑money options suggests material skin‑in‑the‑game; insider trading policy reduces risk of misalignment (no pledging/hedging) .