Alan Ezekowitz
About Alan Ezekowitz
Dr. Alan Ezekowitz (age 71) is a Class I director at Septerna, Inc. (SEPN), serving on the board since December 2022; he previously served as Septerna’s interim Chief Medical Officer from January 2022 to September 2024, with services provided through Third Rock Ventures (TRV) . He is an Advisory Partner at Third Rock Ventures (since January 2024; Venture Partner 2019–2023) and a former President & CEO/co‑founder of Abide Therapeutics (acquired by H. Lundbeck A/S in 2019) . Earlier, he was SVP and Franchise Head at Merck Research Laboratories (2006–2011) and held senior academic roles at Harvard Medical School and MGH for Children; he holds an M.D. from the University of Cape Town and a D.Phil. in Cellular & Molecular Biology from Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Septerna, Inc. | Interim Chief Medical Officer | Jan 2022 – Sep 2024 | Provided via TRV service agreement; options granted for CMO services (26,712 in 2023; 23,227 in 2024) |
| Third Rock Ventures | Advisory Partner; Venture Partner | Advisory Partner: Jan 2024–present; Venture Partner: Dec 2019–Dec 2023 | Biotech company formation/investment leadership |
| Abide Therapeutics, Inc. | President & CEO; Co‑founder | Nov 2011 – Jun 2019 | Led through acquisition by H. Lundbeck A/S (2019) |
| Merck Research Laboratories | SVP & Franchise Head (bone/respiratory/immunology/inflammation/dermatology/endocrine) | Mar 2006 – Mar 2011 | Therapeutic franchise leadership |
| Harvard Medical School; MGH for Children | Charles Wilder Professor; Head of Laboratory for Development Immunology; Chief of Pediatric Services | 1995 – 2006 | Principal investigator on NIH Program Project with key innate immunity collaborators; professorship endowed in his honor (2008) |
| Partners Healthcare System | Director | 2000 – 2006 | System leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fulcrum Therapeutics (NASDAQ: FULC) | Director | Since Dec 2016 | Public company board service |
| Organon & Co. (NYSE: OGN) | Director | Since Jun 2021 | Public company board service |
| Third Rock Ventures | Advisory Partner | Since Jan 2024 | Prior Venture Partner (2019–2023) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (not Chair) .
- Independence status: The board determined all directors except CEO Jeffrey Finer and Dr. Ezekowitz are independent; Dr. Ezekowitz is not independent (due to prior interim CMO role) .
- Committee composition and phase‑in: He currently serves on the Nominating & Corporate Governance Committee under a Nasdaq/Exchange Act phase‑in exemption; a majority of the committee is independent and all members must be independent within one year of listing .
- Attendance: The full board met 17 times in 2024, and each incumbent director attended at least 75% of aggregate board and applicable committee meetings .
- Board leadership structure: Chair and CEO roles are separated; board oversees risk primarily through committees (audit, compensation, nominating/governance) .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Committee/Chair Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 8,315 | Included in cash line if any | 8,315 | Dr. Finer receives no board fees as CEO; Dr. Ezekowitz’s interim CMO services were via TRV (no cash from Septerna for that role) |
Non-Employee Director Compensation Policy (effective upon IPO):
- Annual retainer: $40,000; Non-executive Chair: +$30,000 .
- Committee retainers: Audit Chair $15,000/Members $7,500; Compensation Chair $12,000/Members $6,000; Nominating & Governance Chair $10,000/Members $5,000 .
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares | Exercise Price ($/sh) | Vesting Schedule | Performance/Acceleration |
|---|---|---|---|---|---|
| Director Options (pre‑IPO cohort) | Sep 2024 | 13,356 | 6.81 | 1/16 quarterly after IPO effective date, subject to service | Performance-based condition tied to IPO or sale; full acceleration at “sale event” |
| Additional Director Options (policy framework) | Annual (from 2025 AGM) | 16,623 per year | FMV at grant | Vest fully by next AGM or 1‑year anniversary, subject to service | Full acceleration at company sale |
Total 2024 director equity grant fair value recognized for Dr. Ezekowitz: $114,995 .
Other Directorships & Interlocks
- Public company boards: Fulcrum Therapeutics (since 2016) and Organon (since 2021) .
- Investor affiliations: Advisory Partner at TRV; TRV funds collectively own ~23.4% of Septerna (as of April 21, 2025) . Fellow director Jeffrey Tong is a TRV Partner; both are associated with TRV .
- Additional major holders with board presence: RA Capital affiliates own ~15.7%; RA’s Jake Simson serves on Septerna’s board .
Expertise & Qualifications
- Medical/scientific leadership: Distinguished academic (Harvard/MGH), immunology and pediatrics; principal investigator on NIH program that contributed to discovery of TOLL receptors, with an endowed professorship in his name (2008) .
- Industry leadership: Former SVP/Franchise Head at Merck; biotech founder/CEO (Abide); venture experience at TRV .
- Education: M.D. (University of Cape Town); D.Phil. in Cellular & Molecular Biology (University of Oxford) .
Equity Ownership
| Holder | Common Shares (incl. unvested) | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Alan Ezekowitz, M.D., D.Phil. | 117,420 | 52,285 | 169,705 | <1% of 44,515,703 shares outstanding |
Policy signals:
- Hedging/pledging: Prohibited for directors under insider trading policy; short sales/derivatives/hedging transactions are expressly prohibited .
Governance Assessment
-
Strengths:
- Deep biopharma operating and scientific expertise (Merck franchise leadership; founder/CEO; Harvard/MGH tenure), with ongoing roles at FULC and OGN that can enhance domain insights .
- Documented attendance threshold met in 2024; active board cadence (17 meetings) supports engagement .
- Board maintains separated Chair/CEO roles and adopted a clawback policy aligned with SEC/Nasdaq requirements, underscoring governance hygiene .
-
Risk factors and potential conflicts:
- Not independent (owing to interim CMO role through Sep 2024); currently serves on Nominating & Governance Committee under a phase‑in exemption, though majority of the committee is independent and full independence is required within one year of listing .
- Related-party exposure: TRV service agreement incurred ~$0.3M in each of 2023 and 2024, ~$0.2M each year attributed to his interim CMO support; TRV is a 23.4% holder and multiple directors are affiliated (Ezekowitz, Tong) .
- Concentrated ownership/interlocks: RA Capital (15.7%) also has a board representative (Simson), necessitating sustained vigilance from independent directors on conflicts oversight .
-
Compensation/Alignment signals:
- 2024 director pay was modest in cash ($8,315) and predominantly equity‑based ($114,995 option grant), aligning incentives to long‑term performance .
- Director equity awards include performance‑conditioned vesting linked to IPO/sale events and sale‑event acceleration; policy sets ongoing annual equity grants post‑IPO .
-
Shareholder engagement and say‑on‑pay:
- As an emerging growth company, Septerna is not required to conduct say‑on‑pay votes currently, limiting direct shareholder feedback channels on compensation .
Data Appendices
Director Compensation Detail (2024)
| Component | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 8,315 | |
| Option Awards (Grant Date Fair Value) | 114,995 | |
| Total | 125,620 |
Director Equity Award Terms (Selected)
| Award | Shares | Exercise Price ($) | Key Terms |
|---|---|---|---|
| Director Options (Sep 2024) | 13,356 | 6.81 | Vest 1/16 quarterly post‑IPO effective date; performance condition on IPO/sale; full acceleration at “sale event” |
Beneficial Ownership Summary (as of Apr 21, 2025)
| Metric | Value |
|---|---|
| Common outstanding | 44,515,703 |
| Dr. Ezekowitz common (incl. unvested) | 117,420 |
| Dr. Ezekowitz options exercisable ≤60 days | 52,285 |
| Dr. Ezekowitz total beneficial shares | 169,705 (<1%) |
Related-Party Transactions (TRV)
- TRV service agreement: ~$0.3M fees in 2023; ~$0.3M in 2024; ~$0.2M each year attributed to Dr. Ezekowitz’s interim CMO support; no cash paid by Septerna directly to him for CMO services .
- CMO‑related options granted to Dr. Ezekowitz: 26,712 (2023) and 23,227 (2024) at $2.76 exercise price .
RED FLAGS to monitor: ongoing related‑party services and significant investor interlocks (TRV/RA) ; temporary non‑independence while serving on Nominating & Governance (phase‑in reliance) .