Jeffrey Flier
About Jeffrey S. Flier
Jeffrey S. Flier, M.D., age 77, has served on Scholar Rock’s board since October 2016. He is the Higginson Professor of Physiology and Medicine and Harvard University Distinguished Service Professor (since August 2016), and previously served as the twenty‑first Dean of the Faculty of Medicine at Harvard University (2007–August 2016). He holds a B.S. from City College of New York and an M.D. from Mount Sinai School of Medicine; he is an elected member of the National Academy of Medicine and a fellow of the American Academy of Arts and Sciences, with honors including the Eli Lilly Award and the Banting Medal of the American Diabetes Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Dean, Faculty of Medicine | 2007–Aug 2016 | Led medical faculty; academic governance |
| Harvard University | Higginson Professor; Distinguished Service Professor | Aug 2016–present | Senior academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Academy of Medicine | Member | Not stated | Elected member |
| American Academy of Arts and Sciences | Fellow | Not stated | Fellow |
| American Diabetes Association | Banting Medal awardee | 2005 | Highest scientific honor; Eli Lilly Award recipient |
Board Governance
- Independence: The board determined all non‑employee directors, including Dr. Flier, are independent under Nasdaq and SEC rules; CEO Jay Backstrom is not independent .
- Committee assignments (2024–2025):
- Nominating & Corporate Governance Committee: Member; chaired by David Hallal; met three times in 2024 .
- Science, Innovation & Technology Committee: Chair; members include Akkaraju, Gilman, Vaishnaw; met three times in 2024 (four times in 2023) .
- Attendance: The full board met eight times in 2024; each director attended at least 75% of board and applicable committee meetings. All directors participated in the 2024 annual stockholder meeting .
| Committee | Role | Meetings (2024) |
|---|---|---|
| Nominating & Corporate Governance | Member | 3 |
| Science, Innovation & Technology | Chair | 3 |
Additional governance policies:
- Board leadership: Chair separated from CEO; emphasizes independent oversight .
- Hedging/pledging: Insider trading policy prohibits hedging, short sales, derivatives, and pledging/margin accounts by directors and officers .
- Related party oversight: Audit Committee reviews related person transactions; no material related‑party transactions since Jan 1, 2023 beyond disclosed financings (none involving Dr. Flier) .
Fixed Compensation (Director)
2024 non‑employee director compensation (paid in 2024, disclosed in 2025 proxy):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $63,640 |
| Option Awards (grant‑date fair value) | $112,257 |
| Stock Awards (grant‑date fair value) | $112,860 |
| Total | $288,757 |
Policy (as of April 9, 2024):
- Annual cash retainers: Board member $45,000; Committee member retainers—Audit $10,000, Compensation $7,500, Nominating $5,000, Science $7,500; chair fees—Audit $10,000, Compensation $7,500, Nominating $5,000, Science $7,500 .
- Cash policy changes in Apr 2024: Board member retainer increased from $40,000 to $45,000; Compensation Committee member and chair fees increased to $7,500 .
Performance Compensation (Director Equity)
Equity awards and vesting (policy revised Apr 9, 2024):
- Initial Equity Grant for newly elected directors: Option to purchase 36,000 shares + 27,000 RSUs; total initial grant value capped at $800,000; RSUs/option vest monthly over 3 years (time‑based) .
- Annual Equity Grant: Option to purchase 18,000 shares + 13,500 RSUs; vests in full on earlier of first anniversary or next annual meeting (time‑based); total annual grant value capped at $400,000 .
As of Dec 31, 2024, Dr. Flier held:
- Options underlying 138,089 shares .
- 13,500 RSUs outstanding .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Flier in the 2024–2025 proxies .
- Notable large holders with board ties: Samsara BioCapital is a >5% holder; director Srinivas Akkaraju is affiliated with Samsara; no disclosed related‑party transactions involving Dr. Flier .
Expertise & Qualifications
- Medical/scientific leadership: Former Dean of Harvard Medical School; extensive academic credentials in physiology and medicine .
- Recognitions: Eli Lilly Award; Banting Medal; elected NAM member; AAAS fellow—signals scientific credibility valuable for R&D oversight (aligns with chair role on Science Committee) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 160,602 |
| Ownership as % of shares outstanding | <1% (“*” per table) |
| Components | 9,013 common shares; 138,089 options exercisable within 60 days; 13,500 RSUs expected to vest within 60 days |
Policy: Company prohibits hedging and pledging of company stock by directors and officers .
Say‑on‑Pay & Shareholder Feedback
2025 advisory vote (NEO compensation):
- Votes For: 84,838,269
- Votes Against: 3,279,486
- Abstentions: 37,887 High approval indicates support for compensation practices overseen by the board/Compensation Committee .
Governance Assessment
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Strengths:
- Independent director with deep scientific credentials; chairs Science, Innovation & Technology Committee—appropriate expertise alignment .
- Solid engagement: ≥75% attendance; active committee leadership; full board met 8x in 2024 .
- Alignment via equity: Annual RSU/option mix; added RSUs in 2024, capping grant values; time‑based vesting supports retention without short‑term bias .
- Risk controls: No hedging/pledging; related‑party review; clear governance structures (separate Chair/CEO) .
-
Potential considerations:
- Equity awards are time‑based; no performance‑linked metrics for director equity—common in practice but offers limited pay‑for‑performance signaling at the board level .
- No disclosed public company interlocks for Dr. Flier, reducing potential conflict vectors, but continual monitoring of academic affiliations remains prudent (no related‑party transactions reported) .
-
RED FLAGS:
- None disclosed regarding hedging/pledging, related‑party transactions, or low attendance for Dr. Flier. Company policy explicitly prohibits hedging and pledging; no related‑party issues involving Dr. Flier reported since Jan 1, 2023 .
Overall, Dr. Flier appears to be a high‑value independent director with strong domain expertise driving board effectiveness in R&D oversight, with adequate attendance and alignment through standard director equity, and no evident conflicts that would negatively affect investor confidence .