Bernhardt Zeiher
About Bernhardt Zeiher
Bernhardt Zeiher, M.D., age 61 as of April 14, 2025, has served as an independent Class II director of Entrada Therapeutics since April 2023. He is a former Chief Medical Officer and President of Development at Astellas Pharma and previously held senior clinical development roles at Pfizer, Eli Lilly, and Merck; his education includes a B.S. in Biology (University of Toledo) and an M.D. (Case Western Reserve), with residency at University Hospitals of Cleveland and fellowship in Pulmonary & Critical Care at University of Iowa; he is a Fellow of the American College of Physicians and the American College of Chest Physicians .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astellas Pharma | Chief Medical Officer | Apr 2019–2022 | Led early/late-stage development, medical/regulatory affairs, pharmacovigilance, quality |
| Astellas Pharma | CMO & President of Development | Apr 2018–Apr 2019 | Executive leadership over development |
| Astellas Pharma | President of Development | 2015–Apr 2018 | Oversight of development organization |
| Pfizer | VP, Inflammation Disease Area Lead | 2009–2010 | Leadership in inflammation therapy area |
| Pfizer | Executive Director, Inflammation & Pain Clinical Development | 2006–2009 | Clinical development leadership |
| Eli Lilly | Medical Director | 2002–2005 | Clinical leadership |
| Eli Lilly | Head, Critical Care Clinical Research | 2001–2002 | Critical care clinical research leadership |
| Merck | Associate Medical Director | 1998–2000 | Medical leadership |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Amylyx Pharmaceuticals (Nasdaq: AMLX) | Independent Director | Mar 14, 2024 | Member, Nominating & Corporate Governance Committee |
| Abeona Therapeutics (Nasdaq: ABEO) | Independent Director (Class I) | Aug 8, 2024 | No committee assignments at appointment |
| TransCelerate BioPharma | Director (prior) | 2014–2022 | Prior board service |
| Biotechnology Innovation Organization | Director (prior) | 2019–2021 | Prior board service |
Board Governance
- Board classification/term: Class II director; current term expires at the 2026 annual meeting .
- Independence: Board determined Dr. Zeiher is independent under Nasdaq and SEC rules (only CEO Doshi and Peter S. Kim are not independent) .
- Committees:
- Compensation Committee: Member; committee met 6 times in 2024; all members independent; chair is Kush M. Parmar .
- Audit Committee: Not a member (members are Mary Thistle – Chair, Kush M. Parmar, Gina Chapman; 4 meetings in 2024) .
- Nominating & Corporate Governance Committee: Current members are Parmar (Chair) and Chapman; 2 meetings in 2024 (Dr. Zeiher initially joined NCG upon appointment in 2023, but is not listed as a current member in 2025) .
- Attendance: In 2024, the board met 7 times and each incumbent director attended at least 75% of board and applicable committee meetings .
- Board leadership/risk oversight: CEO and Chair roles are separated; committees oversee risk (audit oversees financial/cyber, etc.) .
Fixed Compensation
| 2024 Director Compensation (TRDA) | Cash Fees ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Bernhardt Zeiher | 44,549 | 176,202 | — | 220,751 |
| Non‑Employee Director Cash Retainers (effective as amended June 2024) | Annual Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Board Chair (additional) | 30,000 |
| Audit Committee Member / Chair | 7,500 / 15,000 |
| Compensation Committee Member / Chair | 6,000 / 12,000 |
| Nominating & Corporate Governance Member / Chair | 4,500 / 9,000 |
Additional: Reasonable out‑of‑pocket meeting expenses reimbursed .
Performance Compensation
| Equity Award Structure (TRDA Non‑Employee Director Policy) | Grant Size | Vesting | Acceleration | Notes |
|---|---|---|---|---|
| Initial Option Grant (upon joining) | Lesser of $500,000 “Value” or 32,000 options | Monthly over 3 years | Full acceleration upon sale, death, or disability | “Value” = Black‑Scholes grant date fair value under ASC 718 |
| Annual Option Grant (at each annual meeting) | Lesser of $250,000 “Value” or 16,000 options | Vests in full by next annual meeting or 1‑year anniversary | Full acceleration upon sale, death, or disability | Annual total comp cap $750k; initial year cap $1.2m |
- 2024 equity recognition: Option award grant‑date fair value $176,202 for Dr. Zeiher .
- Performance metrics: No performance‑conditioned director equity metrics disclosed; awards are time‑based options per policy .
Other Directorships & Interlocks
| Company | Public Listing | Role | Committees |
|---|---|---|---|
| Amylyx Pharmaceuticals | Nasdaq: AMLX | Director | Nominating & Corporate Governance |
| Abeona Therapeutics | Nasdaq: ABEO | Director (Class I) | None at appointment |
| Entrada Therapeutics | Nasdaq: TRDA | Director (Class II) | Compensation Committee |
No related‑party transactions involving Dr. Zeiher were disclosed at appointment (2023 8‑K) or in the 2025 proxy; the company maintains an audit‑committee‑approved related‑person transaction policy .
Expertise & Qualifications
- Senior pharma leadership (Astellas CMO; President of Development) with oversight of clinical development, medical/regulatory affairs, pharmacovigilance, and QA .
- Prior leadership roles at Pfizer, Eli Lilly, and Merck; experience across inflammation, pain, and critical care .
- Medical credentials: M.D. (Case Western), Pulmonary & Critical Care fellowship (Iowa), internal medicine residency/chief residency (University Hospitals of Cleveland); Fellow of ACP and ACCP .
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of Apr 14, 2025) | 39,111 shares; reported as less than 1% of outstanding |
| Shares Outstanding Reference | 37,953,417 shares outstanding as of Apr 14, 2025 |
| Options Held | 48,000 options outstanding and unexercised as of Dec 31, 2024 |
| Hedging/Pledging | Insider trading policy prohibits short sales, derivatives, and hedging of company securities |
Governance Assessment
- Independence and committee service: Independent director serving on the Compensation Committee that met six times in 2024; indicates engagement with pay governance and policy oversight .
- Attendance: Met the ≥75% attendance threshold across board and committee meetings in 2024, supporting engagement expectations .
- Pay structure and alignment: Director cash fees are modest relative to sector norms and equity is delivered in options with time‑based vesting and sale/death/disability acceleration; no performance metrics are tied to director equity, consistent with typical director pay design .
- Ownership and trading practices: Beneficial ownership is below 1%, with 48,000 options outstanding; hedging and pledging are prohibited, supporting alignment and risk controls .
- External directorships: Concurrent service on Amylyx and Abeona boards adds relevant biopharma oversight experience; no related‑party transactions disclosed involving Dr. Zeiher .
RED FLAGS
- None disclosed specific to Dr. Zeiher: no related‑party transactions; independence affirmed; attendance threshold met; hedging/pledging prohibited .