Scott Whitcup
Adverum BiotechnologiesAbout Scott Whitcup
Scott Whitcup, M.D. (age 65) has served as an independent Class III director of Adverum Biotechnologies since April 2020. He is founder/CEO of Akrivista LLC (ophthalmology) since Oct-2015 and Whitecap Therapeutics LLC (dermatology) since Oct-2024, and is clinical faculty at the UCLA Stein Eye Institute (since Jul-2003). He previously served as EVP R&D and Chief Scientific Officer at Allergan (Apr-2009 to Mar-2015) and earlier was Clinical Director at the National Eye Institute (NIH). He holds a B.A. and M.D. from Cornell; completed internal medicine residency at UCLA and ophthalmology residency at Harvard/Massachusetts Eye and Ear Infirmary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | EVP, R&D and Chief Scientific Officer | Apr-2009 to Mar-2015 | Led drug discovery/development; senior R&D leadership |
| National Eye Institute (NIH) | Clinical Director | Not disclosed | Senior clinical leadership in ophthalmology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akrivista LLC (private) | Founder & CEO | Oct-2015 – present | Ophthalmology therapeutics focus |
| Whitecap Therapeutics LLC (private) | Founder & CEO | Oct-2024 – present | Dermatology therapeutics focus |
| UCLA Stein Eye Institute | Clinical Faculty | Jul-2003 – present | Academic/clinical appointment |
| Anivive Lifesciences (private) | Director | Current | Private company; board service |
| Menlo Therapeutics Inc. (public, prior) | Director (prior) | Not disclosed | Prior public board experience |
Board Governance
- Class/Term: Class III; term expires at the 2026 Annual Meeting .
- Independence: Board determined Whitcup is independent under Nasdaq rules (Mar-2025 review) .
- Committee roles: Chair, Research & Development Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, every director attended at least 75% of Board/committee meetings held while serving, including these committees .
| Governance Attribute | Detail |
|---|---|
| Board Class | Class III; term ends at 2026 AGM |
| Independence | Independent director (Nasdaq Rule 5605) |
| Committees | R&D (Chair); Nominating & Corporate Governance (Member) |
| 2024 Attendance | ≥75% of Board/committee meetings |
Note: Adverum maintains a classified board, which some investors view as entrenching; the company argues it is appropriate given long development cycles and current stage .
Fixed Compensation (Non-Employee Director)
| Component | Policy/Amount | 2024 Actual (Whitcup) |
|---|---|---|
| Board Cash Retainer | $40,000 per year | $40,000 (implied within total) |
| R&D Committee Chair Fee | $15,000 per year | $15,000 (implied within total) |
| Nominating & Corporate Governance Committee Member Fee | $5,000 per year | $5,000 (implied within total) |
| Total Cash Fees | Sum of above | $60,000 |
- Market cap-tiered cap on non-employee director total annual compensation: $150,000 when market cap < $250m (through three years from May-22-2024) .
- Reimbursements: Reasonable out-of-pocket expenses reimbursed .
Performance Compensation (Equity)
| Metric | Detail |
|---|---|
| 2024 Option Award (Grant Date Fair Value) | $59,197 |
| 2024 Total Director Comp (Cash + Equity) | $119,197 |
| Form of Equity | Non-statutory stock options under 2024 Plan |
| Annual Grant Sizing | Targets peer median on dilution basis; Chair receives an additional ~30% option value |
| Vesting (Annual/Chair Awards) | Vests in full on earlier of 1-year from grant or next AGM; accelerates on change in control |
| Term | Up to 10 years |
| Repricing Policy | Repricing prohibited without stockholder approval (Plan feature) |
| 2025 Proposal | One-time option repricing authorization; director participation capped by policy limits |
No director performance metrics (e.g., TSR, revenue) apply; director equity is time-based options per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Whitcup in 2025 proxy |
| Current private boards | Anivive Lifesciences (Director) |
| Prior public boards | Menlo Therapeutics Inc. (prior) |
| Disclosed interlocks | Board noted certain interlocks for other directors (e.g., Machado/Svoronos; Tuckson/Fischer); none cited for Whitcup |
Expertise & Qualifications
- Ophthalmology domain expert; extensive drug discovery and development leadership (former EVP R&D/CSO at Allergan) .
- Academic clinical role at UCLA Stein Eye Institute (supports scientific oversight on R&D Committee) .
- Entrepreneurial leadership (founder/CEO of ophthalmology and dermatology companies) .
Equity Ownership
| Ownership Item | As of | Amount |
|---|---|---|
| Beneficially owned shares | Mar 31, 2025 | 21,000 (<1% of outstanding) |
| Director options outstanding (count) | Dec 31, 2024 | 31,520 (Whitcup) |
| Directors (non-exec) options, avg exercise price (group) | Mar 31, 2025 | $41.41 average; 289,002 options outstanding across directors |
| Hedging/Pledging | Policy prohibits hedging and pledging by directors/officers |
Director ownership guidelines: Not disclosed in the proxy; however, anti-hedging and anti-pledging policies apply .
Related-Party and Conflicts Check
- Related-party transactions since Jan 1, 2023: None involving directors disclosed; the only related transaction disclosed pertains to FLG Partners for interim CFO services, unrelated to Whitcup .
- Independence affirmed by Board in Mar-2025 after reviewing relationships; Whitcup deemed independent .
- Insider trading policy in place; limited trading windows; no hedging/pledging allowed .
Insider Trades
- The proxy does not include Form 4 transaction details; no director-specific trading activity is disclosed in the proxy. ADVM prohibits hedging/pledging; see insider trading policy references above .
Governance Assessment
-
Strengths:
- Independent director with deep ophthalmology/R&D expertise; chairs R&D Committee, aligning oversight with Adverum’s gene therapy focus .
- Committee engagement evidenced by roles and company-wide statement of ≥75% meeting attendance in 2024 .
- Conservative features: no equity repricing without shareholder approval in plan design; formal clawback policy applies to awards .
- Anti-hedging/pledging policy supports alignment .
-
Watch items / potential red flags:
- Classified board structure (staggered terms) may reduce annual accountability in the near term .
- Company seeking shareholder approval for a one-time option repricing that could include directors (subject to caps) — some investors view director participation in repricings as a governance negative; board asserts retention rationale amid underwater options .
- Directors’ outstanding options are largely underwater on average ($41.41 strike for non-exec directors vs. lower share price at Mar-31-2025), which may dilute alignment from existing grants; however, it can also reduce realizable pay absent performance .
-
Compensation alignment:
- Director pay primarily fixed retainers plus time-based options, kept within a $150,000 annual cap at current market cap (<$250m), which is a shareholder-friendly constraint .
- Change-in-control acceleration applies to director options, a common but sometimes scrutinized feature .
Overall signal: Whitcup’s independence, attendance, and specialized R&D expertise are positives for board effectiveness. Monitor shareholder reception to option repricing (Proposal No. 5) and the ongoing classified board structure as they can influence investor confidence on governance rigor .