Andrew Cheng
About Andrew Cheng
Andrew Cheng, M.D., Ph.D., age 58, has served as an independent director of Vera Therapeutics since May 2017. He is President and CEO (and a director) of Akero Therapeutics; previously he held senior executive roles at Gilead (Chief Medical Officer; Executive Vice President; Senior Vice President) and served on boards at MorphoSys AG, Arbutus Biopharma, and Syntimmune. Dr. Cheng holds a B.A. in biology from Johns Hopkins and an M.D./Ph.D. in cellular and molecular biology from Columbia; he completed his internal medicine residency at UCLA and was board certified in internal medicine. The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | Chief Medical Officer; EVP; SVP | CMO Mar–Sep 2018; EVP Feb 2015–Sep 2018; SVP Feb 2009–Feb 2015 | Led clinical development across multiple therapeutic areas |
| Syntimmune, Inc. | Director | Apr–Nov 2018 (acquired by Alexion) | Board oversight during strategic transaction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akero Therapeutics (Nasdaq: AKRO) | President & CEO; Director | Since Sep 2018 | Current public-company CEO and director |
| MorphoSys AG (Nasdaq: MOR) | Non‑executive Director | May 2022–Feb 2024 | Ended upon acquisition in Feb 2024 |
| Arbutus Biopharma (Nasdaq: ABUS) | Non‑executive Director | Aug 2019–May 2022 | Prior public-company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per Board determination under Nasdaq listing rules |
| Board Chair | Board chaired by Michael Morrissey, Ph.D. (separate from CEO) |
| Committees (2024+) | Compensation Committee member; Nominating & Corporate Governance Committee member until July 2024 |
| Committee Chairs | None (Compensation Chair: Patrick Enright; Nominating Chair: Maha Katabi; Audit Chair: Scott Morrison) |
| Board/Committee Meetings (2024) | Board met 5 times; Audit 3, Compensation 4, Nominating 1 |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024 |
| Executive Sessions | Independent directors met in 5 executive sessions in 2024 |
| Years of Service at VERA | Director since May 2017 |
Fixed Compensation
| Year | Fees Earned (Cash) | Equity (Option Awards, Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $51,000 | $386,589 | $437,589 |
Non‑employee director compensation policy (selected cash retainers; effective dates):
| Role | Amount (2024 policy) | Change (effective Jan 1, 2025) |
|---|---|---|
| Board Member annual cash retainer | $40,000 | No change |
| Board Chair additional retainer | $30,000 | $35,000 |
| Audit Committee member/chair | $10,000 / $10,000 | No change |
| Compensation Committee member/chair | $6,000 / $6,000 | $7,500 / $7,500 |
| Nominating Committee member/chair | $5,000 / $5,000 | No change |
Equity grant structure for directors (policy changes in 2024):
- Initial option grant: lesser of 25,000 shares or options with grant-date fair value ≤ $700,000 on appointment (amended May 2, 2024) .
- Annual option grant: lesser of 14,000 shares or options with grant-date fair value ≤ $400,000 at each annual meeting (amended May 2, 2024) .
Performance Compensation
| Metric Type | Disclosure |
|---|---|
| Director performance-linked metrics | Not disclosed; director compensation comprises cash retainers and time‑vested option grants per policy |
Other Directorships & Interlocks
- Current: Akero Therapeutics CEO and director .
- Prior: MorphoSys AG (ended Feb 2024), Arbutus Biopharma (ended May 2022), Syntimmune board (2018) .
- Network overlaps at VERA: Several VERA executives/directors have Gilead backgrounds (e.g., CEO Marshall Fordyce; COO David Johnson), consistent with Dr. Cheng’s prior tenure at Gilead .
Expertise & Qualifications
- Clinical development leadership across multiple therapeutic areas; senior operating experience at Gilead .
- Education: B.A. (Johns Hopkins), M.D./Ph.D. (Columbia); internal medicine residency at UCLA; prior board certification .
Equity Ownership
| Holder | Shares Owned (Direct/Trust) | Options Exercisable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Andrew Cheng, M.D., Ph.D. | 17,488 (Andrew Cheng 2010 Trust) | 122,893 | 140,381 | <1% (*) |
Policy notes:
- Hedging, short selling, and pledging of company stock are prohibited for directors, officers, employees, and consultants .
Governance Assessment
- Effectiveness: Independent status, active committee service (Compensation; prior Nominating), and attendance at or above the 75% threshold support baseline governance effectiveness; independent directors held 5 executive sessions, reinforcing Board oversight .
- Alignment: Director pay mix combines modest cash retainers with annual option grants; 2024 policy amendments cap grant fair values, potentially reducing dilution while sustaining equity alignment. Dr. Cheng’s 2024 compensation totaled $437,589, with $386,589 as option grant fair value .
- Ownership: Beneficial ownership of 140,381 shares (including 122,893 options exercisable within 60 days) indicates some skin‑in‑the‑game; no pledging allowed per insider trading policy .
- Conflicts: No related‑person transactions involving Dr. Cheng are disclosed; participation by major holders and other directors in follow‑on offerings is detailed elsewhere in the proxy but does not include Dr. Cheng .
- Time/Role considerations: Concurrent CEO role at Akero implies significant external commitments; however, Vera’s Board reports at least 75% attendance across directors, and Dr. Cheng remains on the Compensation Committee as of 2024, having ceased Nominating Committee service in July 2024 .
Red flags: None disclosed specific to Dr. Cheng (no hedging/pledging, no related‑party transactions, no delinquent Section 16 filings noted for him) .