Timothy Walbert
About Timothy P. Walbert
Independent Class I director of Sagimet Biosciences (SGMT) since April 2024; age 58. Former Chairman, President & CEO of Horizon Therapeutics (sold to Amgen for $28B in Oct 2023) and currently a senior advisor to Amgen. Holds a BA in Business from Muhlenberg College. Serves on SGMT’s Audit, Compensation, and Nominating & Corporate Governance Committees; term expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics | Chairman, President & CEO | 2008–2023 (acquired by Amgen Oct 2023) | Led strategy and M&A culminating in $28B sale to Amgen . |
| IDM Pharma | President, CEO & Director | Pre-2009 (acquired by Takeda Jun 2009) | Led company through acquisition . |
| NeoPharm | EVP, Commercial Operations | Pre-2008 | Commercial leadership . |
| Abbott (now AbbVie) | Divisional VP & GM, Immunology; Divisional VP, Global Cardiovascular Strategy | 2001–2005 | Led HUMIRA global development and launch . |
| G.D. Searle; Merck; Wyeth | Commercial roles | 1991–2001 | Regional/product leadership (CELEBREX) . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| BioMarin Pharmaceutical (BMRN) | Director | Public | Joined Feb 2025 . |
| Mirum Pharmaceuticals (MIRM) | Director | Public | Joined Apr 2023 . |
| Century Therapeutics (IPSC) | Director | Public | Joined Oct 2022 . |
| Amgen | Senior Advisor | N/A | Since Oct 2023 . |
| Odyssey Therapeutics; Cour Pharmaceuticals; Catalent; Latigo Biotherapeutics (Chair) | Director | Private (per proxy) | Various board roles . |
Board Governance
- Independence: Board has determined Mr. Walbert is independent under Nasdaq rules .
- Committees: Member of Audit (AC), Compensation (CC), and Nominating & Corporate Governance (NCGC); not a chair (Audit chaired by Hoelscher; Compensation by Seidenberg; NCGC by Grammer) .
- Attendance: Each director attended at least 75% of meetings in 2024; Board met 8x, AC 4x, CC 8x, NCGC 3x .
- Classification/tenure: Class I director; term through 2027 annual meeting .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| 2024 | 39,375 | 326,443 (stock options) | 365,818 |
- Non-employee director policy: $40,000 annual board retainer; committee retainers (AC chair $15k/member $7.5k; CC chair $10k/member $5k; NCGC chair $10k/member $4.5k); non-exec chair add’l $30k. Initial option grant $300k FV; annual option grant $180k FV; option vesting monthly (3-year initial; 1-year annual); full acceleration upon sale of the company; directors may elect to receive cash retainers in stock .
Performance Compensation
- No performance-based metrics disclosed for directors; director equity awards are time-based stock options under SGMT’s non-employee director compensation policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Note |
|---|---|---|---|
| BioMarin (BMRN) | Public | Director | None disclosed with SGMT . |
| Mirum (MIRM) | Public | Director | None disclosed with SGMT . |
| Century Therapeutics (IPSC) | Public | Director | None disclosed with SGMT . |
| Amgen | Senior Advisor | Advisory (non-board) | Separate from SGMT; no related-party transactions disclosed . |
| Horizon (past) | Former Chairman/CEO | Historical | Paul Hoelscher (SGMT Audit Chair) also ex-Horizon CFO, indicating a professional network tie on SGMT’s board . |
Expertise & Qualifications
- Deep commercial and CEO experience in biopharma; led HUMIRA launch at Abbott/AbbVie and multiple biotech leadership roles .
- Significant public board experience across rare disease, gene therapy, and immunology companies; senior advisor to Amgen .
- Education: BA in Business, Muhlenberg College .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 14, 2025) | 39,873 shares (<1% of outstanding) . |
| Composition | 2,200 shares common + 37,673 options exercisable within 60 days . |
| Options Outstanding (12/31/2024) | 82,293 unexercised options . |
| Vested vs Unvested (implied) | 37,673 exercisable ≤60 days vs remainder unexercisable as of 4/14/2025 (derived from and ). |
| Pledging/Hedging | Insider trading policy disclosed; no pledging disclosure identified . |
Insider Trades (Forms 3/4)
| Transaction Date | Filing Date | Form | Type | Securities | Price | Post-Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-04-01 | 2024-04-03 | 3 | Initial statement | — | — | 2,200 sh common | https://www.sec.gov/Archives/edgar/data/1400118/000110465924043262/0001104659-24-043262-index.htm |
| 2024-04-01 | 2024-04-03 | 4 | Award (Stock Options) | 73,014 | 5.23 | 73,014 opts | https://www.sec.gov/Archives/edgar/data/1400118/000110465924043264/0001104659-24-043264-index.htm |
| 2024-06-05 | 2024-06-07 | 4 | Award (Stock Options) | 9,279 | 4.64 | 9,279 opts | https://www.sec.gov/Archives/edgar/data/1400118/000110465924069639/0001104659-24-069639-index.htm |
| 2025-06-09 | 2025-06-10 | 4 | Award (Stock Options) | 32,250 | 5.33 | 32,250 opts | https://www.sec.gov/Archives/edgar/data/1400118/000110465925058226/0001104659-25-058226-index.htm |
Note: “Price” reflects the value reported on Form 4 for option awards (not necessarily exercise price). All awards are reported as acquisitions by a director.
Governance Assessment
-
Strengths (investor confidence signals)
- Independent director serving on all three key committees; Audit Committee member listed in the 2025 Audit Committee report, reinforcing financial oversight engagement .
- High equity alignment: ~89% of 2024 director compensation was equity-based (options), with cash fees ~$39.4k vs stock awards ~$326.4k .
- Attendance: At least 75% of committee/board meetings in 2024; active board cadence (Board 8; CC 8; AC 4; NCGC 3) .
- Clawback policy in place for officers and robust governance policies (Code of Conduct, grant practices) .
-
Watch items / potential conflicts
- Multiple external commitments: Three concurrent public company directorships (MIRM, BMRN, IPSC), several private boards, and advisory role at Amgen could pose overboarding/time-capacity considerations; monitor workload and any future SGMT–Amgen interactions. No related-party transactions disclosed involving Walbert .
- Network interlock: Shared Horizon history with Audit Chair Paul Hoelscher. Not a related-party transaction, but relevant to board dynamics and independence perceptions .
-
Compensation structure (director)
- Policy emphasizes equity-at-risk via option grants (initial $300k FV; annual $180k FV) with full acceleration on sale—aligns incentives but note acceleration optics in a change-of-control .
-
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, legal proceedings, or attendance shortfalls for Walbert. Continue monitoring external role load and any Amgen-linked developments .
Supporting Details & Citations
- Independence determination and committee memberships .
- Director biography, age, education, other boards, tenure .
- Board structure/class and term .
- Director compensation policy and 2024 amounts .
- Meeting counts and attendance .
- Beneficial ownership and option holdings .
- Insider trading arrangements and clawback policy .