Akshay Vaishnaw
About Akshay Vaishnaw
Akshay Vaishnaw, M.D., Ph.D., is President of Research & Development at Scholar Rock (effective April 27, 2025) and a Class III director whose current term runs through the 2027 annual meeting; he is age 62, trained in molecular immunology (Ph.D., University of London) and medicine (M.D., University of Wales), and is a Fellow of the Royal College of Physicians (U.K.) . Prior roles include President and President, R&D at Alnylam, and Chief Innovation Officer; he is currently a venture partner at Atlas Venture and serves on Hemab’s board, with prior Editas directorship, underscoring deep drug development leadership . TSR, revenue growth, and EBITDA growth metrics specific to his tenure are not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | President, R&D; later President; Chief Innovation Officer | President R&D: Mar 2018–Jan 2022; President: Jan 2022–Sep 2023; Chief Innovation Officer: Sep 2023–Dec 2024 | Led drug development and innovation across R&D and corporate strategy |
| Scholar Rock | Director (Class III) | Since May 2019 (term expires 2027) | Board oversight, committee service aligned to R&D strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atlas Venture | Venture Partner | Since Mar 2024 | Early-stage biotech advisory and investing |
| Hemab Inc. | Director | Since Jan 2024 | Board service at hematology-focused biotech |
| Editas Medicine, Inc. | Director (prior) | Not disclosed | Prior governance experience in gene editing |
Fixed Compensation
Executive employment (commenced April 27, 2025):
| Component | Terms | Value / % |
|---|---|---|
| Base Salary | Annual | $800,000 |
| Target Annual Incentive | % of base salary | 60% |
| Signing Bonus | Lump sum | $2,000,000 |
2024 Non‑Employee Director compensation (prior to executive appointment):
| Component (2024) | Amount ($) |
|---|---|
| Cash Fees | $56,140 |
| Option Awards (ASC 718 grant date fair value) | $112,257 |
| Stock Awards (ASC 718 grant date fair value) | $112,860 |
| Total | $281,257 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (cash) | Company annual performance goals set by Board/Comp Committee | Not disclosed | Target = 60% of base salary | Not disclosed | Not disclosed | Paid by Mar 15 following bonus year if employed on pay date |
| Performance RSUs (Initial PSU Award) | Stock price “Hurdle Price Target” plus service condition | Not disclosed | Hurdle price targets (Exhibit A) | Not disclosed | Not disclosed | Time-vest prorates if hurdle achieved at termination; acceleration mechanics in severance/CIC sections |
Note: Specific annual performance metrics, weightings, and payout outcomes are not disclosed in the filings.
Equity Ownership & Alignment
| Item | Amount / Status |
|---|---|
| Beneficial Ownership (as of Mar 26, 2025) | 161,384 shares; “*” indicates <1% of 94,860,246 shares outstanding |
| Options held (as of Dec 31, 2024) | 138,429 shares underlying options |
| RSUs held (as of Dec 31, 2024) | 13,500 RSUs |
| 2025 Initial Stock Option Award | Fair value ≈ $3,000,000; strike at grant-date closing price; 25% vests on first anniversary; remaining 75% vests in 12 equal quarterly installments thereafter |
| 2025 Initial RSU Award | 100,000 RSUs; 25% vests on the 15th day of the month of each of the first four anniversaries of Effective Date |
| 2025 Initial PSU Award | 200,000 PSUs; vests per Exhibit A upon meeting Hurdle Price Targets and service conditions |
| Hedging/Pledging | Company policy prohibits short sales, derivatives, hedging, and pledging absent audit committee approval |
| 10b5‑1 Trading Plan | Adopted Feb 27, 2025; through May 29, 2026; up to 6,750 shares for RSU tax sell‑to‑cover transactions |
Vesting Schedules
| Award | Schedule |
|---|---|
| Initial Stock Option Award (2025) | 25% on first anniversary of Apr 27, 2025; then 12 equal quarterly installments for remaining 75% |
| Initial RSU Award (2025) | 25% on the 15th day of the month of the first, second, third, and fourth anniversaries of Apr 27, 2025 |
| Initial PSU Award (2025) | Per Exhibit A: stock price hurdle(s) plus service; severance provisions provide prorated time-vest if hurdle achieved by termination; CIC provides full acceleration |
Employment Terms
| Provision | Outside CIC | During CIC |
|---|---|---|
| At‑will; Term | At‑will; no fixed term | Same |
| Severance Cash | Base Salary + Target Annual Incentive, paid over 12 months | 1.5×(Base Salary + Target Annual Incentive), lump sum |
| Bonus Treatment | Prior Year Bonus (if unpaid) and prorated Current Year Bonus based on actual performance | Prior Year Bonus (if unpaid) and prorated Current Year Bonus; “greater of target or actual” basis for proration |
| COBRA Subsidy | 12 months | 24 months |
| Equity Acceleration | +12 months of time‑based vesting; PSU prorated if hurdle achieved; 4‑month post‑termination window for hurdle achievement; option exercise extended up to 12 months | Full acceleration of all outstanding equity; option exercise extended; performance awards vest at greater of target or actual (PSU per Exhibit A) |
| 280G Cutback | Applies to Aggregate Payments to avoid 4999 excise tax; ordered reductions to maximize after‑tax amount | |
| Good Reason / Cause | Defined (material diminution of duties/salary, breach, relocation >30 miles, directive to violate law; Cure Period applies) | Same |
| Non‑Compete/Non‑Solicit | Restrictive Covenant Agreement; consideration includes PSU and severance; most restrictive provision governs | |
| Clawback | Subject to company Compensation Recovery Policy under SEC Rule 10D‑1/Nasdaq 5608; recovery even post‑service | |
| Dispute Resolution | AAA arbitration in Boston; limited court relief for injunctive remedies |
Board Governance
- Class and Term: Class III director; term expires at 2027 annual meeting .
- Committees: Member, Science, Innovation & Technology Committee (chair: Dr. Flier); Member, Nominating & Corporate Governance Committee (chair: David Hallal) .
- Independence: Board determined all directors except the CEO (Jay Backstrom) were independent as of the proxy; nominating/compensation committee membership requires independence under Nasdaq rules .
- Attendance: Board met eight times in 2024; all directors attended ≥75% of Board and committee meetings on which they served; all eleven directors attended the 2024 annual meeting .
Dual‑role implications: Vaishnaw’s April 27, 2025 executive appointment (President, R&D) introduces an independence consideration for committee service under Nasdaq rules; the proxy’s independence determinations pre‑date this change, and the company discloses committee independence requirements and charters on its governance site .
Director Compensation
2024 Non‑Employee Director compensation policy (as of April 9, 2024 revisions):
| Role | Annual Retainer ($) |
|---|---|
| Board – Non‑employee member | 45,000 |
| Board – Non‑Executive Chair (additional) | 115,000 |
| Audit Committee – Member | 10,000; Chair additional: 10,000 |
| Compensation Committee – Member | 7,500; Chair additional: 7,500 |
| Nominating & Corporate Governance – Member | 5,000; Chair additional: 5,000 |
| Science, Innovation & Technology – Member | 7,500; Chair additional: 7,500 |
Initial director equity grants vest monthly over three years; annual director equity grants are provided subject to continued service (policy reviewed with assistance from a compensation consultant) .
Compensation Committee Analysis
- Composition: Kristina Burow (Chair), Michael Gilman, David Hallal; all “independent” under Nasdaq rules .
- Role: Sets CEO/executive goals, evaluates performance, approves executive and director compensation, oversees plans and grants, retains independent compensation advisors, and manages succession planning .
Trading Plans and Insider Selling Pressure
| Name/Title | Action Date | End Date | Shares | Purpose |
|---|---|---|---|---|
| Akshay Vaishnaw, Board Member | Feb 27, 2025 | May 29, 2026 | 6,750 | Rule 10b5‑1 plan for RSU tax sell‑to‑cover transactions |
Company policy prohibits hedging and pledging; any derivatives or equivalent transactions require audit committee approval, mitigating alignment risks .
Employment Terms – Related Policies
- Related Person Transactions: Audit committee must approve transactions >$120,000 with directors/executives/5% holders and immediate family; review considers business purpose, terms vs. third parties, and benefits to the company .
Performance & Track Record
- Program Milestones: Company reported FDA priority review acceptance for apitegromab BLA with a PDUFA target action date of September 22, 2025; management highlighted leadership additions including Vaishnaw to support commercial readiness .
Investment Implications
- Alignment: A large equity mix (options with ~$3M grant-date fair value, 100k RSUs, 200k PSUs) plus PSU hurdle design signals equity‑heavy, performance‑linked incentives, with full acceleration only on CIC, supporting retention but increasing dilution sensitivity if vesting milestones are met .
- Cash Compensation Risk: A $2M signing bonus and $800k base with 60% target bonus increases fixed cash outlays; outside CIC severance equals salary + target bonus and 12 months COBRA, pointing to moderate termination cost structure .
- Supply Overhang: Rule 10b5‑1 sell‑to‑cover plan for 6,750 shares through May 2026 indicates periodic selling pressure tied to RSU vesting events (administrative), typically low signal value but relevant to short‑term liquidity .
- Governance: Dual role (executive + director) raises independence considerations for committee service under Nasdaq rules; the company’s policies prohibit hedging/pledging and maintain robust related‑party oversight, mitigating common red flags .
- CIC Economics: 1.5× cash severance, 24 months COBRA, and full equity acceleration in CIC create potential “golden parachute” optics but include 280G cutbacks to optimize after‑tax outcomes without gross‑ups, limiting shareholder‑unfriendly tax features .