Jonathan Freeman
Phio PharmaceuticalsAbout Jonathan E. Freeman, Ph.D.
Jonathan E. Freeman, Ph.D. (age 57) has served on PHIO’s Board since 2017; he is currently Chief Operating Officer at Anthos Therapeutics (since July 2021) and a Senior Advisor to Blackstone Life Sciences (since July 2018) . He previously served as Chief Business Officer at Vedanta Biosciences (2017–June 2018) and SVP Strategy & Portfolio Management/Head of Business Development & Licensing at Merck KGaA (2008–2016) . Dr. Freeman holds a Ph.D. in Molecular Pharmacology and Drug Metabolism (Imperial Cancer Research Fund/CRUK), an M.A. with First Class Honours in Biochemistry from Cambridge University, and an MBA (finance major) from Webster University, St. Louis . In FY2024, he attended less than 75% of the aggregate Board and committee meetings for which he was a member, while the Board met seven times during the year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck KGaA | SVP Strategy & Portfolio Management; Head of Business Development & Licensing | 2008–2016 | Senior leadership in strategy, portfolio and BD&L for a global science/tech company |
| Vedanta Biosciences | Chief Business Officer | 2017–Jun 2018 | CBO role at a clinical-stage company in immune-mediated diseases |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anthos Therapeutics | Chief Operating Officer | Jul 2021–Present | Clinical-stage biopharma focused on cardiovascular therapies |
| Blackstone Life Sciences | Senior Advisor | Jul 2018–Present | Senior advisory role to private investment firm backing Anthos |
Board Governance
- Independence and leadership: The Board determined all directors other than the CEO/Chair (Bitterman) are independent; Ferrara serves as Lead Independent Director .
- Committees (as of record date): Audit (Ferrara—Chair; Bradford; Freeman) met 4 times in FY2024; Governance (Lockshin—Chair; Freeman) met once; Compensation (Bradford—Chair; Ferrara; Lockshin) met five times; Nominating (Bradford—Chair; Deming; Lockshin) met once .
- Attendance: Board met seven times in FY2024; all directors other than Dr. Freeman attended at least 75% of Board and committee meetings for which they were members .
- Executive sessions: Independent directors held executive sessions two times in 2024 .
Fixed Compensation
| Component | FY2024 Policy/Amounts | Effective Apr 1, 2025 Changes |
|---|---|---|
| Board service retainer | $35,000 (non-employee directors) | $45,000 |
| Lead Independent Director retainer | $12,000 | $13,500 |
| Audit Committee Chair retainer | $15,000 | $17,500 |
| Compensation Committee Chair retainer | $7,500 | $11,250 |
| Governance/Nominating Chair retainer | $7,500 per Chair | $5,000 per Chair |
| Committee member fee (non-Chair) | Not applicable | $2,500 per committee |
Non-employee director FY2024 compensation (paid):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Patricia A. Bradford | 50,000 | 22,320 | 72,320 |
| Robert L. Ferrara | 62,500 | 27,900 | 90,400 |
| Jonathan E. Freeman, Ph.D. | 35,000 | 2,790 | 37,790 |
| Curtis A. Lockshin, Ph.D. | 42,500 | 5,580 | 48,080 |
Performance Compensation
- Vehicle/policy: Annual RSU grants to non-employee directors vest in full on the one-year anniversary of the grant date .
- FY2024 RSU outcomes and holdings:
- Dr. Freeman received stock awards with grant-date fair value of $2,790 in FY2024 .
- As of Dec 31, 2024, Dr. Freeman had 1,000 RSUs outstanding; director totals disclosed: Bradford 8,000; Ferrara 10,000; Freeman 1,000; Lockshin 2,000 .
| Metric | Freeman |
|---|---|
| Equity vehicle | RSUs (time-based) vesting 1-year from grant |
| FY2024 RSU grant-date fair value ($) | 2,790 |
| RSUs outstanding at 12/31/2024 (#) | 1,000 |
| Options | None disclosed for directors |
Other Directorships & Interlocks
- The proxy biography for Dr. Freeman lists his operating role at Anthos and advisory role with Blackstone Life Sciences, and does not list other public company directorships for him in the biography section provided .
- Committee interlocks or related-party director interlocks are not identified in the sections retrieved; the Audit Committee is responsible for reviewing related-party transactions under a written policy .
Expertise & Qualifications
- Education: Ph.D. in Molecular Pharmacology and Drug Metabolism (Imperial Cancer Research Fund/CRUK); M.A. and First Class Honours in Biochemistry (Cambridge University); MBA (finance major), Webster University .
- Domain experience: Executive leadership in strategy, BD&L, and portfolio management in biopharma across Merck KGaA, Vedanta, and Anthos .
- Financial oversight: Member of the Audit Committee; the Board designated Ferrara (not Freeman) as the Audit Committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | Notes |
|---|---|---|---|
| Jonathan E. Freeman, Ph.D. | – | * (<1%) | Beneficial ownership table as of record date |
| Shares outstanding (reference) | 4,798,154 | — | As of record date |
| Top holders (context) | Intracoastal Capital LLC: 479,335 (9.99%); Orca Capital AG: 479,335 (9.99%) | — | 5%+ holders |
Note: As of December 31, 2024, Freeman also had 1,000 RSUs outstanding, which may not be counted as beneficially owned until within 60 days of vesting/exercisability per SEC rules .
Governance Assessment
- Strengths: Independent director with multi-committee service (Audit and Governance), bringing operating and BD/strategy experience from major and emerging biopharma organizations .
- Concerns/RED FLAGS: Attendance—Dr. Freeman was the only director who did not meet the ≥75% attendance threshold in FY2024, which can affect Board effectiveness and investor confidence .
- Alignment: Low disclosed beneficial ownership (no common shares as of record date) and a modest director RSU grant (1,000 RSUs outstanding at 12/31/2024) indicate limited at-risk equity exposure relative to peers on the Board .
- Conflicts/related parties: The proxy describes a formal related-party transactions policy under Audit Committee oversight; the sections retrieved do not describe any specific related-party transactions involving Dr. Freeman, but his concurrent roles at Anthos and as a Senior Advisor to Blackstone Life Sciences warrant routine monitoring for potential perceived conflicts should any dealings arise with PHIO .