Matthew Foehr
Director at VKTX
Board
About Matthew W. Foehr
Matthew W. Foehr (age 52) has served on Viking Therapeutics’ board since May 2014. He is an independent director under Nasdaq rules, with 25+ years of operating experience across pharma R&D, manufacturing, and integration. He holds a BS in Biology from Santa Clara University and currently serves as President & CEO and a director of OmniAb, Inc. (since November 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ligand Pharmaceuticals | President & COO; EVP & COO | Feb 2015–Nov 2022; Apr 2011–Feb 2015 | Led global operations; licensing; R&D programs |
| GSK (Stiefel division) | VP & Head Consumer Dermatology R&D; Acting CSO Dermatology | Mar 2010–Apr 2011 | Led R&D integration post GSK’s $3.6B Stiefel acquisition |
| Stiefel Laboratories | SVP Global R&D Ops; SVP Product Dev & Support; VP Global Supply Chain Technical Services | Jan 2007–Mar 2010 | R&D and supply chain leadership |
| Connetics Corporation | Senior roles incl. SVP Technical Operations; VP Manufacturing | Prior to 2007 | Manufacturing leadership |
| LXR Biotechnology; Berlex Biosciences | Process sciences/manufacturing | Early career | Technical/operations roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| OmniAb, Inc. | President & CEO; Director | Since Nov 2022 | Public company CEO/Director |
| Ritter Pharmaceuticals (now Qualigen Therapeutics) | Director | Feb 2015–May 2020 | Audit Committee member; Chair, Compensation Committee |
Board Governance
- Structure and independence:
- Independent director; Class I (term up at 2025 meeting; nominated to continue to 2028) .
- Board Chair is independent (Lawson Macartney); CEO/Chair roles are separated .
- Committees:
- No committee assignments for Foehr in 2024 (Audit: Singleton/Macartney/Rowland; Compensation: Rowland/Singleton/Macartney; Nominating: Rouan/Macartney) .
- Attendance and engagement:
- In 2024, Board met 9x; committees met Audit 4x, Compensation 5x, Nominating 2x; no director attended <75% of meetings; all directors (including Foehr) attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session periodically .
Fixed Compensation (Director)
| Metric | 2023 | 2024 | 2025 Policy |
|---|---|---|---|
| Annual cash retainer ($) | $38,000 | $40,000 | $50,000 |
| Committee chair fees (selected) | Audit $16,650; Comp $11,350; Nominating $9,280 (policy in effect during 2023) | Audit $20,000; Comp $15,000; Nominating $10,000 | Same as 2024 policy |
| Committee member fees | Audit $8,900; Comp $6,750; Nominating $4,900 (2023 policy) | Audit $10,000; Comp $7,500; Nominating $5,000 | Same as 2024 policy |
| Chair of Board fee ($) | $32,800 (unchanged) | $32,800 | $35,000 |
- Foehr’s reported director pay:
- 2023: $38,000 cash; $131,373 option grant value; total $169,373 .
- 2024: $40,000 cash; $393,347 option grant value; total $433,347 .
Performance Compensation (Director Equity)
| Item | 2023 | 2024 | 2025 Policy |
|---|---|---|---|
| Annual option grant (shares) | 22,000 options (vest 1-year) | 32,000 options (vest 1-year) | 18,800 options (vest 1-year) |
| Vesting terms | One-year vesting for annual grants | One-year vesting for annual grants | One-year vesting for annual grants |
| Change in control treatment | Unvested director awards vest immediately prior to change in control (under plan in effect) | Unvested director awards vest immediately prior to, and contingent on, change in control (under 2024/2025 plans) |
- Notes: Director equity is time-based stock options; no director performance metrics disclosed or applied to director equity awards .
Other Directorships & Interlocks
| Company | Interlock/Comp Committee link? | Notes |
|---|---|---|
| None disclosed for interlocks | None | Company discloses no Compensation Committee interlocks/insider participation in 2024; Foehr not on Comp Committee . |
Expertise & Qualifications
- Operations/R&D leadership across Stiefel/GSK, Ligand; manufacturing and supply chain experience (Connetics/LXR/Berlex) .
- Integration leadership (led R&D integration of Stiefel into GSK post-acquisition) .
- Education: BS Biology, Santa Clara University .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (Mar 15, 2025) | 301,250 shares (<1%) |
| Direct shares owned | 111,250 shares |
| Options exercisable within 60 days | 190,000 shares |
| Director option holdings (as of Dec 31, 2024) | Options to purchase an aggregate of 301,250 shares |
| Hedging/pledging policy | Hedging is prohibited; pledging requires pre-clearance (not outright banned) |
| Stock ownership guidelines | Adopted Mar 20, 2025; non-employee directors must hold ≥1x annual cash retainer by Dec 31, 2028; 50% net shares retention until met |
Insider Trades (Form 4, last 24 months)
| Transaction date | Type | Securities (qty) | Price | Post-transaction ownership | Source (SEC) |
|---|---|---|---|---|---|
| 2025-04-11 | Option exercise (M-Exempt): acquired common; corresponding option disposition | +20,786 common; -20,786 options | $8.00 | 132,036 shares (post) | |
| 2025-01-02 | Annual director option grant | +18,800 options | $41.12 | 18,800 options (grant) | |
| 2024-01-02 | Annual director option grant | +32,000 options | $18.28 | 32,000 options (grant) |
- Observations: Pattern consistent with annual non-employee director option awards; one small 2025 in-the-money option exercise at $8 strike; no open-market purchases/sales disclosed in this period (director level) [links above].
Governance Assessment
- Strengths
- Independence: Board class structure; independent Chair; Foehr is independent .
- Attendance/engagement: No director <75% attendance; all directors attended 2024 annual meeting .
- Pay alignment and structure: Director pay is modest retainer plus equity; stock ownership guidelines adopted in 2025 to reinforce alignment by 2028 .
- No related-party transactions since Jan 1, 2024 .
- Company-wide governance signals: Strong 2024 Say-on-Pay support (93.34% approval for 2023 exec comp) .
- Watch items
- Pledging allowed with pre-clearance (not outright banned); no pledges disclosed for Foehr, but policy framework permits it subject to approval .
- No current committee assignments for Foehr limits direct influence over audit/comp/nom-gov processes; nevertheless, overall board independence remains strong .
Director Compensation – Year-over-Year Mix (Signal Analysis)
| Component | 2023 | 2024 | Commentary |
|---|---|---|---|
| Cash retainer | $38,000 | $40,000 | Policy increased base cash in 2024; 2025 moves to $50,000 |
| Equity (options) | 22,000 options; grant value $131,373 | 32,000 options; grant value $393,347 | Step-up in annual grant size and fair value in 2024; 2025 policy reduces grant size to 18,800 options (likely normalizing post-2024 share price volatility) |
Other Notes (Policies)
- Hedging prohibited; pledging allowed with pre-clearance .
- Director equity vests after one year; unvested awards accelerate immediately prior to change in control under the director compensation plan terms .
Appendix: Board/Committee Snapshot (for context)
| Committee | Members | Chair |
|---|---|---|
| Audit | Singleton; Macartney; Rowland | Singleton |
| Compensation | Rowland; Singleton; Macartney | Rowland |
| Nominating & Corporate Governance | Rouan; Macartney | Rouan |
- Foehr: no committee roles as of 2024 .
Related-Party & Conflicts
- The company reports no related-party transactions since Jan 1, 2024 (Item 404) and no Compensation Committee interlocks; nothing specific to Foehr reported .
Summary
- Overall, Foehr brings deep operating and R&D integration experience, maintains independence, had solid attendance/engagement, and aligns via equity and new ownership guidelines. No red flags surfaced on related-party dealings or insider sales; one modest option exercise was reported. Governance quality signals are positive, with minor watch item on pledging policy framework .