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Ankit Mahadevia, M.D.

Director at Spero TherapeuticsSpero Therapeutics
Board

About Ankit Mahadevia, M.D.

Ankit Mahadevia, M.D. is a Class III director of Spero Therapeutics (SPRO), serving on the board since September 2013; he previously served as President & CEO (2015–Aug 2023) and Chairman (Aug 2023–Jan 2025). He is 44 years old, holds an M.D. (Johns Hopkins), M.B.A. (Wharton), and B.A. in Economics and Biology (Northwestern), and currently serves as CXO at Curie.Bio (since Jan 2025) and on the board of Judo Bio (since June 2023) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Spero TherapeuticsDirector (Class III)Sep 2013–present Development Committee member (2024)
Spero TherapeuticsChairman of the BoardAug 2023–Jan 2025 Board leadership
Spero TherapeuticsPresident & Chief Executive OfficerMar 2015–Aug 2023 Company leadership and strategy
Atlas VentureLife sciences group roles incl. Venture Partner2008–2013 Formation of 8 companies (e.g., Arteaus, Nimbus, Translate Bio)
GenentechBusiness DevelopmentPrior to consulting roles Corporate BD
McKinsey & Company; Monitor GroupHealthcare consultingEarly career Strategy and operations
U.S. Senate HELP Committee; U.S. GAOHealth policy rolesEarly career Policy expertise

External Roles

OrganizationRoleTenureNotes
Curie.BioCXOJan 2025–present Operating role
Judo BioDirectorJun 2023–present Board service

Board Governance

  • Independence status: Not classified as “independent” under Nasdaq rules (independent directors listed exclude Dr. Mahadevia) .
  • Committee assignments (FY2024):
    • Development Committee: Member (chair: John C. Pottage, Jr., M.D.; other members: Milind Deshpande, Ph.D.) .
    • Not on Audit (Thomas—Chair; Deshpande; Jackson) , Compensation (Smith—Chair; Vink; Tregoning) , or Nominating (Vink—Chair; Deshpande; Jackson) .
  • Attendance and engagement: Board met 10 times and committees 24 times in FY2024; no director attended fewer than 75% of applicable meetings .
  • Board leadership: Board chaired by Frank E. Thomas since Jan 2025; Chair and CEO roles separated .

Fixed Compensation (Director)

Component (FY2024)Amount
Annual cash fees$75,000
Equity grant (RSUs) fair value$28,400
Other compensation (consulting fees under consulting agreement)$101,110
Total$204,510

Non-Employee Director Compensation Policy reference amounts (structure):

  • Base board retainer: $40,000; Board Chair additional $30,000; Committee chair/member fees (Audit Chair $20,000; Compensation Chair $20,000; Nominating Chair $15,000; Development Chair $10,000; Audit member $10,000; Compensation member $10,000; Nominating member $7,500; Development member $5,000) .

Performance Compensation (Director)

Performance ElementTerms
Annual director equity20,000 RSUs granted at each annual meeting; vest on first anniversary; subject to continued service
“In lieu of cash” option electionOption in lieu of cash fees allowed; options vest quarterly during the calendar year
Performance metricsNone disclosed for director RSUs (time-based)

Other Directorships & Interlocks

CompanyPublic/PrivateRoleCommittee Roles
Judo BioNot specifiedDirectorNot disclosed

No disclosed interlocks with SPRO competitors/suppliers/customers via other public company boards specific to Dr. Mahadevia in the proxy .

Expertise & Qualifications

  • Former SPRO CEO and Chairman; founder/operator across multiple biotech ventures via Atlas Venture; business development at Genentech; healthcare consulting; U.S. health policy roles .
  • Education: M.D. (Johns Hopkins), M.B.A. (Wharton), B.A. (Northwestern) .

Equity Ownership

MeasureAmount
Total beneficial ownership1,674,532 shares (2.9% of outstanding as of Apr 1, 2025)
Breakdown65,817 shares (Mahadevia-Mehta Family Trust); 284,977 shares directly; 1,323,738 shares underlying options exercisable or becoming exercisable within 60 days
Outstanding director options (exercisable+unexercisable) at 12/31/20241,338,937 options
Hedging/PledgingCompany policy prohibits hedging; no pledging disclosure for Dr. Mahadevia

Employment & Contracts (Director-Related)

  • Consulting Agreement (June 13, 2023–July 31, 2025):
    • Compensation: $54,000/month from Aug 1, 2023–Jan 31, 2024; $310/hour from Feb 1, 2024 through July 31, 2025, as needed .
    • Equity treatment: Continued vesting of pre–Aug 1, 2023 equity during the consulting term; vested options exercisable during the term and 90 days post-termination (subject to plan terms) .
    • Change-of-control: Full vesting of outstanding equity awards if a change of control occurs on or before July 31, 2025, provided the consulting agreement remains in effect .
  • Indemnification: Covered by standard director indemnification agreements .

Insider Trades (Signals)

DateTransactionSharesPriceStated Purpose/Notes
Feb 5, 2025Sale69,219$0.78Reported as sale to cover tax obligations related to RSU vesting; Form 4 filed (SEC archive)
Aug 28, 2025Sale6,572$1.97Sale to satisfy tax withholding for RSU vesting; Form 4 filed

Note: Both transactions characterized as tax-withholding sales related to RSU vesting rather than discretionary selling.

Related Party Transactions (Conflict Scan)

  • Consulting arrangement with SPRO while serving as a director; ongoing fees and favorable equity vesting and change-of-control acceleration during the consulting term .
  • Policy: Audit Committee reviews/approves related party transactions ≥$120,000 and considers arm’s-length terms .

Governance Assessment

  • Strengths:

    • Deep operating and company-specific knowledge from prior CEO and Chair service enhances development oversight; active member of Development Committee .
    • Documented attendance threshold met; board separates Chair/CEO roles; structured committee oversight of risk and compensation (Meridian retained; no consultant conflicts) .
    • Prohibition on hedging; preclearance for insider trades .
  • Concerns/RED FLAGS:

    • Not independent under Nasdaq (former CEO and current consulting relationship), yet serving on the board—limits independent oversight optics; ensure exclusion from Audit/Comp/Nominating committees is maintained (currently not a member) .
    • Related-party consulting while on board, with continued equity vesting and potential full acceleration upon change-of-control—raises alignment and entrenchment concerns in sale scenarios .
    • Director compensation mix in 2024 skewed by consulting income ($101,110), exceeding equity retainer value—reduces pure equity-based alignment compared to typical non-employee director pay structures .
  • Overall implication for investors: Valuable domain and issuer-specific expertise for R&D oversight, but independence optics and related-party terms warrant continued monitoring, especially around strategic transactions and change-of-control contexts .