Milind Deshpande, Ph.D.
Spero TherapeuticsAbout Milind Deshpande, Ph.D.
Independent director of Spero Therapeutics (age 68), serving since January 2014; former Chairman of the Board from January 2014 to August 2023. Holds a Ph.D. in Organic Chemistry from Ohio University and completed undergraduate studies in India; extensive executive and R&D leadership experience across anti-infectives and life sciences, including Achillion Pharmaceuticals, Bristol-Myers Squibb, and Boston University Medical School, and current roles as Chairman of Avilar Therapeutics and Venture Partner at RA Capital. The Board determined he is independent under Nasdaq rules. Class III director with term ending at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achillion Pharmaceuticals, Inc. | President & CEO; Director | May 2013–May 2018 | Led R&D and corporate strategy; progressed pipeline; prior internal promotions from VP Chemistry (Sep 2001) to Head of Drug Discovery (Apr 2002), SVP Drug Discovery (Dec 2002), SVP & CSO (Dec 2004), EVP Research & CSO (Jun 2007), President R&D (Oct 2010) |
| Nayan Therapeutics | President & CEO | Feb 2019–Feb 2022 | Early-stage biotech leadership |
| Avilar Therapeutics | President & CEO | Jan 2020–Jun 2021 | Built platform; transitioned to Chairman role thereafter |
| Hyku Bio | Acting President & CEO; Director | Jan 2022–Mar 2024 | Interim leadership through development milestones |
| Bristol-Myers Squibb, Pharmaceutical Research Institute | Associate Director, Lead Discovery & Early Discovery Chemistry | 1991–2001 | Managed identification of clinical candidates in infectious & neurological diseases |
| Boston University Medical School | Faculty | 1988–1991 | Academic research and teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avilar Therapeutics | Chairman of the Board | Since May 2021 | Current role |
| RA Capital | Venture Partner | Since Oct 2018 | Investment firm; no SPRO-related transactions disclosed in proxy |
| Hyku Bio | Acting President & CEO; Director | Jan 2022–Mar 2024 | Prior role |
| Nayan Therapeutics | President & CEO | Feb 2019–Feb 2022 | Prior role |
Board Governance
- Independence: The Board determined Milind Deshpande is independent under Nasdaq rules.
- Committees: Member, Audit Committee; Member, Nominating & Corporate Governance Committee; Member, Development Committee. Not a chair. Audit Committee meets oversight responsibilities including financial reporting, internal controls, cybersecurity; all Audit members meet SEC/Nasdaq independence standards. Nominating Committee oversees governance and evaluations; Development Committee provides additional R&D oversight.
- Attendance: In FY2024, the Board met 10 times and committees met 24 times; no director attended fewer than 75% of the meetings of the Board and applicable committees.
- Classification: Class III director; term ends at the 2026 annual meeting. Independent directors meet in executive session at least twice yearly per Corporate Governance Guidelines.
Fixed Compensation
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $52,500 | Non-employee director cash compensation per proxy table; directors employed by the company receive no additional board pay |
| Policy (as of 12/31/2024) | Board Member: $40,000; 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 | Annual cash retainers and committee fees per Non-Employee Director Compensation Policy |
Performance Compensation
| Component | 2024 Value (USD) | Structure/Terms |
|---|---|---|
| RSU Stock Awards | $28,400 | Annual director RSU grants under policy are 20,000 RSUs that vest on the first anniversary of grant, subject to continued service. Directors may elect options in lieu of cash fees pre-year; options vest quarterly over the year. |
| Stock Options (Outstanding) | 83,664 shares underlying options (aggregate; exercisable and unexercisable) | Aggregate options held as of Dec 31, 2024; beneficial ownership footnote indicates 83,664 options exercisable within 60 days of April 1, 2025. |
Performance metrics (context for pay-for-performance oversight of executives):
| 2024 Executive Bonus Metric | Weighting | Outcome |
|---|---|---|
| Tebipenem HBr execution objectives within GSK collaboration | 40% | 90% company goals achieved; executives received 90% of annual 2024 bonus (paid Q1 2025). |
| Tebipenem HBr regulatory objectives within GSK collaboration | 30% | 90% achievement |
| Alliance management & business development | 15% | 90% achievement |
| Maintain fiscal discipline | 10% | 90% achievement |
| Maintain corporate culture | 5% | 90% achievement |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Achillion Pharmaceuticals, Inc. | Public (historical) | President & CEO; Director | May 2013–May 2018 | Prior public company governance role; no current interlocks disclosed with SPRO. |
| Avilar Therapeutics | Not disclosed as public in proxy | Chairman | Since May 2021 | No SPRO-related transactions disclosed involving Dr. Deshpande. |
| RA Capital | Private investment firm | Venture Partner | Since Oct 2018 | Proxy discloses related party transactions broadly; none involving Dr. Deshpande disclosed; principal holders listed do not include RA Capital. |
Expertise & Qualifications
- Extensive executive leadership and deep R&D expertise in life sciences, anti-infectives, and drug discovery; prior roles spanning discovery through development at Achillion and Bristol-Myers Squibb, and academic experience at Boston University Medical School.
- Ph.D. in Organic Chemistry (Ohio University); international scientific and operational experience; recognized for research and development leadership.
- Board states he is qualified due to executive leadership and R&D expertise; contributes to board effectiveness.
Equity Ownership
| Holder | Common Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Milind Deshpande, Ph.D. (as of Apr 1, 2025) | 71,454 | 83,664 | 155,118 | <1% (indicated with “*”) |
Additional notes:
- As of Dec 31, 2024, aggregate options held by Milind Deshpande: 83,664 (exercisable and unexercisable), none exercised in 2024 per executive option exercise disclosure; director-level exercise data not separately disclosed.
- Insider Trading Policy prohibits hedging and short-term speculative transactions; requires pre-clearance for directors; quarterly blackouts apply. Pledging policy not specifically disclosed.
Governance Assessment
- Independence and engagement: Independent under Nasdaq rules; serves on three key committees (Audit, Nominating & Governance, Development), indicating strong engagement with financial oversight, governance, and R&D strategy. Audit Committee members meet SEC/Nasdaq independence standards.
- Attendance and effectiveness: No director fell below 75% attendance in FY2024; Board held 10 meetings and committees 24 meetings; independent directors meet at least twice per year in executive session per guidelines.
- Compensation alignment: Director compensation mix is modest (2024: $52,500 cash; $28,400 RSUs), with annual RSUs vesting over one year; directors can elect options in lieu of cash, reinforcing equity alignment.
- Ownership alignment: Holds 71,454 common shares plus 83,664 options exercisable within 60 days, indicating meaningful personal exposure though <1% ownership; options provide additional long-term alignment.
- Conflicts/related-party exposure: Proxy’s related party transactions section lists material transactions (notably with GSK) but does not disclose any related-party transactions involving Dr. Deshpande personally; Audit Committee reviews and approves any related person transactions under written policy.
- Risk indicators: Insider Trading Policy prohibits hedging; Audit Committee reports oversight over financial reporting, independence of auditor, and risk areas including cybersecurity; no disclosed investigations or controversies tied to Dr. Deshpande.
Director Compensation (Detail)
| Director | 2024 Cash Fees (USD) | 2024 Stock Awards (USD) | All Other Comp (USD) | Total (USD) |
|---|---|---|---|---|
| Milind Deshpande, Ph.D. | $52,500 | $28,400 | — | $80,900 |
Committees and Roles
| Committee | Position | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 6 | All members independent; scope includes financial reporting, internal controls, cybersecurity, related person transactions; Audit Committee report signed by Chairman Frank Thomas with members Milind Deshpande and Scott Jackson. |
| Nominating & Corporate Governance | Member | 3 | Oversees director nominations, governance guidelines, evaluations; all members independent; chaired by Patrick Vink, M.D. |
| Development | Member | 6 | Provides additional oversight of product candidate development and R&D programs; chaired by John C. Pottage, Jr., M.D. |
Related-Party Transactions (Company context)
- GSK License Agreement: SPRO granted GSK an exclusive license for tebipenem products (territories excluding Meiji Territory); upfront $66.0M (Nov 2022), $30.0M SPA milestone (Q3 2023), $95.0M milestone payable in four installments ($23.8M each in Feb 2024, Aug 2024, Feb 2025, expected Q3 2025), plus additional amendments with further milestones; royalties are tiered (low-single to low-double digits if sales exceed $1.0B). Related person due to >5% holder status; Audit oversight applies. No indication of Dr. Deshpande’s personal involvement in these transactions.
Say-on-Pay & Shareholder Feedback (Context)
- Advisory say-on-pay vote presented annually; Board/Compensation Committee reviews voting results. 2025 proxy includes say-on-pay proposal; specific approval percentages not disclosed in the document excerpts reviewed.
Conclusion
- Overall governance signals are positive: independence, multi-committee service (including Audit), adequate attendance, modest director compensation with equity alignment, and no disclosed personal related-party transactions. Continued vigilance warranted given external affiliations typical of industry; current proxy disclosures indicate appropriate policies and oversight mechanisms are in place (Audit review of related-party transactions; prohibition on hedging).