Dennis J. Selkoe

About Dennis J. Selkoe

Dennis J. Selkoe, M.D., is an independent director of Prothena (PRTA), age 81, serving on the board since 2013 (tenure ~11.7 years as of March 28, 2025) . He is the Vincent and Stella Coates Professor of Neurologic Diseases at Harvard Medical School (since 2000) and co-director of the Ann Romney Center for Neurologic Diseases at Brigham & Women’s Hospital (since 1985), with a career focus on neurodegenerative diseases including Alzheimer’s and Parkinson’s . He is recognized with numerous industry awards and is a Fellow of multiple medical and scientific academies and a member of the National Academy of Medicine .

Past Roles

External Roles

Board Governance

• Independence: Board-designated independent director .
• Committees: Member, Research & Development (R&D) Committee; not on Audit, Compensation, or Nominating & Corporate Governance .
• Committee chairs: Ekman chairs R&D; Cooke chairs Audit; Cobb chairs Compensation; Collier chairs Nominating .
• Attendance: In FY2024, each current director attended at least 75% of Board and committee meetings of which they were a member; AGM attendance was 10 of 11 directors .
• Leadership: Board Chair is separate from CEO; Chair presides over executive sessions of independent directors .

Fixed Compensation

Director fee schedule (FY2024):

• Annual cash retainer: $60,000 for non-employee directors; $90,000 for Chair and Chair Designate
• Committee annual fees:
  • Audit: Chair $20,000; Member $10,000
  • Compensation: Chair $15,000; Member $7,500
  • Nominating & Corporate Governance: Chair $10,000; Member $5,000
  • Research & Development: Chair $20,000; Member $10,000

Performance Compensation

Change-in-control treatment (2018 LTIP): Awards accelerate only if not assumed/substituted; performance-vesting awards vest at the greater of actual performance to change-in-control or prorated target .

Note: Director equity is solely stock options; no RSUs/PSUs were held by non-employee directors at FY2024 end .

Other Directorships & Interlocks

• Board network context: Several current Prothena directors have prior Elan roles (Collier – former EVP & GC; Cooke – former CFO/EVP; Welch – former President of Elan’s pharmaceutical division), indicating historical industry interconnections rather than current transactional interlocks .

Expertise & Qualifications

• Deep scientific and clinical expertise in neurodegenerative diseases (Alzheimer’s, Parkinson’s), with extensive academic leadership and publications/awards listed in biography .
• Board skills matrix highlights scientific research, clinical development, regulatory, commercialization, strategy, governance, capital markets, and HCM as areas of board reliance for Selkoe .

Equity Ownership

Policy signals:

• Anti-hedging and anti-pledging: Directors and officers are prohibited from hedging/monetization transactions and pledging company stock .

Governance Assessment

• Board effectiveness and engagement: Independent director on R&D Committee; board structure separates Chair and CEO; regular executive sessions; adequate meeting cadence; at least 75% attendance by all current directors in 2024 .
• Independence and conflicts: Designated independent; no Related Person Transactions to report since January 1, 2024 under Item 404(a), indicating low related-party exposure . A modest consulting arrangement ($9,500 in FY2024) with a wholly-owned subsidiary was disclosed in “All Other Compensation,” below related-person thresholds and subject to company policies .
• Ownership alignment: Holds options with set vesting and long terms; sole director equity form is options (no RSUs/PSUs), which can align with TSR but may provide upside without performance hurdles; anti-hedging/pledging supports alignment .
• Compensation structure: Cash retainer plus committee fees at market-consistent levels; equity delivered via annual options; change-in-control protections avoid liberal acceleration if awards are assumed/substituted; no option repricing allowed without shareholder approval .
• Shareholder signals: 2024 say-on-pay approval for NEOs was 99%, suggesting strong investor support for compensation governance culture (board oversees comp framework), though not director-specific .
• Risk indicators and RED FLAGS:
  • Minor potential conflict: Consulting fees to a director (Selkoe) via subsidiary, albeit small and disclosed; monitor for scope/expansion and committee oversight .
  • Board network concentration: Multiple directors with prior Elan affiliations—evaluate diversity of perspectives and independence in decision-making; not a related-party transaction per se but relevant for interlock awareness .
  • Age/succession: At 81, plan for board refresh/succession in scientific expertise domains over medium term .

Not disclosed: Director-specific stock ownership guidelines or compliance status; director meeting-by-meeting attendance rates; director RSUs/PSUs or performance metric-based equity; any hedging/pledging by Selkoe (prohibited by policy) .