Kevin Fitzgerald
Ovid TherapeuticsAbout Kevin Fitzgerald
Dr. Kevin Fitzgerald, age 57, has served as an independent director of Ovid Therapeutics since October 2021. He is Executive Vice President, Chief Scientific Officer and Head of Research & Early Development at Alnylam Pharmaceuticals; previously he spent seven years at Bristol Myers Squibb. He holds a BS from Cornell University and a PhD from Princeton University, and is credited as co‑inventor on numerous Alnylam technologies and over 50 peer‑reviewed publications (Nature, Cell, NEJM) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | EVP, Chief Scientific Officer; Head of Research & Early Development | Joined 2005; currently serving | Discovered/validated two siRNA delivery modes; helped advance approved/progressing RNAi therapeutics |
| Bristol Myers Squibb | Various R&D roles | Seven-year tenure prior to 2005 | Pre‑Alnylam drug discovery experience |
External Roles
| Organization | Position | Notes |
|---|---|---|
| Alnylam Pharmaceuticals | EVP, CSO, Head of Research & Early Development | Senior operating executive at a large-cap RNAi biotech |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Fitzgerald is independent .
- Board structure: Classified board; Fitzgerald is Class II (term expiring 2025 in the proxy; re‑elected in July 2025 for term to 2028) .
- Committee assignments (2024): Member, Nominating & Corporate Governance Committee (not chair). Not on Audit or Compensation Committees .
- Committee chairs: Audit—Barbara Duncan; Compensation—Karen Bernstein; Nominating & Corporate Governance—Bart Friedman (Lead Independent Director) .
- Attendance: Board met 7 times in FY2024; each incumbent director attended at least 75% of aggregate Board/committee meetings served .
- Executive sessions: Independent directors met three times in FY2024 .
Fixed Compensation (Director)
| Component | 2024 Disclosure | 2025 Policy Update |
|---|---|---|
| Annual cash retainer | $40,000 base; Fitzgerald received $45,000 cash in 2024 (includes $5,000 committee member fee) | Base retainer increased to $45,000 effective Jan 1, 2025 |
| Committee member fees | $7,500 (Audit), $5,000 (Comp/N&CG) | Unchanged in update (retainer increase and equity changes highlighted) |
| Committee chair fees | $15,000 (Audit Chair); $12,500 (Comp/N&CG Chair) | Unchanged |
| Lead Independent Director fee | $20,000 | Unchanged |
Performance Compensation (Director Equity)
| Award Type | Grant/Policy | Amount/Value | Vesting | Notes |
|---|---|---|---|---|
| Option awards (FY2024 comp) | Total option grant value in 2024 | $150,555 grant-date fair value | Per option agreements | Kevin Fitzgerald total director equity compensation for 2024 |
| One-time director option grant | December 2024 | 90,000 options | Vests in 36 equal monthly installments | Granted to each non‑employee director |
| Ongoing director equity policy (initial/annual) | Policy as of Jan 1, 2025 | Initial: 90,000 options; Annual: 45,000 options | Initial: 3‑year vesting (monthly per policy precedent); Annual: 12 months | Approved Feb 20, 2025; exercise price at FMV on grant date |
No performance‑conditioned director equity metrics (e.g., TSR, revenue, ESG) were disclosed; grants are time‑based options per director policy .
Other Directorships & Interlocks
| Company/Institution | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Public company directorships | None disclosed | — | None disclosed in proxy |
| Employment: Alnylam Pharmaceuticals | EVP/CSO | — | Industry overlap; Board affirms independence; monitor for any business relationships between Ovid and Alnylam (none disclosed) |
Expertise & Qualifications
- Deep drug discovery/translation expertise; instrumental in RNAi therapeutic delivery platforms and pipeline; prolific inventor and >50 publications (Nature, Cell, NEJM) .
- Skills aligned to Ovid’s R&D oversight needs; Board skills matrix emphasizes research/discovery and biopharma regulatory experience .
Equity Ownership
| Holder | Beneficial Ownership (most recent) | Detail/Breakdown |
|---|---|---|
| Kevin Fitzgerald, PhD | 120,000 shares beneficially owned; <1% of outstanding | Consists solely of options exercisable within 60 days of Oct 31, 2025 |
| Policy flags | — | Hedging and pledging of company stock are prohibited for directors under the Insider Trading Policy |
Say‑on‑Pay & Shareholder Feedback (Signals)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director election – Kevin Fitzgerald (July 9, 2025) | 35,967,512 | 11,599,305 | — | 8,425,770 |
| Say‑on‑Pay (Advisory) – 2025 Annual Meeting | 35,433,853 | 904,185 | 11,228,779 | 8,425,770 |
Governance Assessment
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Strengths
- Independent director with strong scientific credentials; sits on Nominating & Corporate Governance Committee; Board confirms independence and broad committee independence .
- Attendance threshold met; Board and committee processes (executive sessions, clear chair roles) in place .
- Director compensation structure increasingly equity‑weighted (options), aligning with shareholder outcomes; 2025 policy modestly increases cash retainer while standardizing equity awards .
- Risk controls: hedging/pledging prohibited; formal Related‑Person Transactions Policy; clawback policy for executive officers in place .
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Potential Risks/Watch‑Items
- External executive role at Alnylam could present future perceived conflicts if Ovid engages in collaborations or transactions in overlapping areas; none disclosed to date and independence affirmed .
- One‑time 2024 director option grant of 90,000 options across the Board increases equity overhang; however, grants vest over three years, supporting retention and alignment .
- Election results show a meaningful “withhold” vote for Fitzgerald relative to peer nominee Friedman; continued investor engagement recommended to address governance/strategy questions .
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Overall: No related‑party transactions involving Fitzgerald were disclosed; director appears independent and engaged, with compensation structure that leans toward equity alignment and standard governance safeguards in place .