Michael Gilman
About Michael Gilman
Michael Gilman, Ph.D., is an independent Class II director of Scholar Rock (SRRK), serving since November 2013. He is currently CEO of Arrakis Therapeutics (since 2016) and previously led Obsidian Therapeutics and Padlock Therapeutics; he holds a Ph.D. in Biochemistry from UC Berkeley and an S.B. from MIT, with a postdoc under Robert Weinberg at the Whitehead Institute . As of March 31, 2025, he is 70 years old, and his current term expires at the 2026 annual meeting . The board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrakis Therapeutics, Inc. | Chief Executive Officer | 2016–present | CEO leadership; board member (see External Roles) |
| Obsidian Therapeutics, Inc. | Chief Executive Officer | Oct 2016–Apr 2019 | Company leadership |
| Padlock Therapeutics, Inc. | Founder & Chief Executive Officer | 2014–2016 | Company leadership |
| Biogen Idec Inc. | Senior Vice President, Early-Stage Pipeline | 2012–2013 | Pipeline leadership |
| Stromedix, Inc. (acquired by Biogen) | Founder & Chief Executive Officer | 2006–2012 | Company leadership |
| Biogen Idec | Executive Vice President, Research | 1999–2005 | R&D leadership |
| ARIAD Pharmaceuticals, Inc. | Executive Vice President & Chief Scientific Officer | 1994–1999 | Scientific leadership |
| Cold Spring Harbor Laboratory | Scientific Staff | 1986–1994 | Research appointments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arrakis Therapeutics, Inc. | Chief Executive Officer; Director | 2016–present | Current CEO; director noted in 2024 proxy |
| Novartis Venture Fund | Director | Not specified | Listed in 2024 proxy; current status not detailed in 2025 proxy |
| Various private companies | Director | Not specified | “On the board of directors of several private companies” |
| X4 Pharmaceuticals, Inc. | Director | Sep 2014–Mar 2019 | Prior public company board |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class II; term expires at 2026 annual meeting |
| Independence | Independent under Nasdaq/SEC rules; board determined all except CEO are independent |
| Committees | Compensation Committee (member; chair: Kristina Burow) ; Science, Innovation & Technology Committee (member; chair: Jeffrey Flier) |
| Audit Committee | Not a member; audit committee members are Brudnick, Reed (chair; financial expert), and Peng |
| Meetings & attendance | Board met 8 times in 2024; each director attended ≥75% of aggregate board and committee meetings; all directors attended 2024 annual meeting |
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| Fees earned (cash) – 2024 | $58,232 (aggregate cash retainer payments per policy) |
| Board annual retainer | $45,000 (increased from $40,000 on Apr 9, 2024) |
| Compensation Committee member fee | $7,500 (increased from $6,000 on Apr 9, 2024) |
| Compensation Committee chair additional fee | $7,500 (increased from $6,000 on Apr 9, 2024; Gilman is not chair) |
| Science, Innovation & Technology Committee member fee | $7,500 |
| Meeting fees | Not disclosed; cash paid as quarterly retainers |
Performance Compensation
| Metric/Grant | Detail |
|---|---|
| Option awards (grant-date fair value) – 2024 | $112,257 |
| Stock awards (grant-date fair value) – 2024 | $112,860 |
| Annual Equity Grant design (effective Apr 9, 2024) | 18,000 options + 13,500 RSUs; vests fully on earlier of 1st anniversary or next annual meeting; aggregate value cap $400,000 |
| Initial Equity Grant design (revised Apr 9, 2024) | 36,000 options + 27,000 RSUs; monthly vesting over 3 years; aggregate value cap $800,000 |
| Equity held at 12/31/2024 | 148,588 options outstanding; 13,500 RSUs outstanding |
| Valuation methodology | Grant-date fair values under ASC 718; see Note 10 for assumptions |
| Performance metrics tied to director pay | Not disclosed; director pay structured via retainers and time-based equity vesting |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Consideration |
|---|---|---|
| Arrakis Therapeutics, Inc. | Private biotech | Gilman is CEO/director; no related-party transactions with SRRK disclosed since Jan 1, 2023 |
| Novartis Venture Fund | Corporate venture | Industry proximity; no SRRK transactions disclosed |
| X4 Pharmaceuticals, Inc. (prior) | Public biotech | Historical board service; no current interlock |
Expertise & Qualifications
- Ph.D. in Biochemistry (UC Berkeley); S.B. in Life Sciences (MIT); postdoctoral work with Robert Weinberg (Whitehead Institute) .
- Extensive biopharma R&D and executive leadership across Biogen, ARIAD, Stromedix, Padlock, Obsidian, and Arrakis .
- Active on SRRK Compensation and Science committees, aligning scientific oversight with compensation governance .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 199,547 shares (as of Mar 26, 2025) |
| Shares outstanding (reference) | 94,860,246 shares (as of Mar 26, 2025) |
| Ownership % of outstanding | ≈0.21% (199,547 / 94,860,246; calculated) |
| Options outstanding | 148,588 (director-level count at 12/31/2024) |
| RSUs outstanding | 13,500 (director-level count at 12/31/2024) |
| Pledging/Hedging | Insider trading policy highlights risks of margin/pledging; prohibits short sales and hedging; no pledging by directors disclosed |
Governance Assessment
- Independence and engagement: Gilman is independent and met the ≥75% attendance threshold; he serves on two committees that are material to SRRK’s strategic and pay governance, with compensation committee independence affirmed .
- Alignment: Equity mix (options + RSUs) and annual grants support alignment, with beneficial ownership of ~0.21% of outstanding shares and ongoing equity holdings; no pledging/hedging disclosed .
- Compensation structure signals: 2024 policy increased cash retainers and introduced RSUs alongside options for directors, shifting part of compensation from purely option-based to mixed equity—this can improve retention and reduce risk, but modestly increases guaranteed value to directors; Gilman’s 2024 total director comp was $283,349 (cash $58,232; options $112,257; stock $112,860) .
- Conflicts/related-party exposure: No related-party transactions involving Gilman disclosed since Jan 1, 2023; audit committee reviews related person transactions, and independence determinations considered relationships with >5% holders; no red flags identified in filings .
- RED FLAGS: None evident in filings. Watch items: continued service as CEO of Arrakis (industry overlap without disclosed transactions); director compensation shift to include RSUs (structural change, not inherently negative) .