James Scopa
Aligos TherapeuticsAbout James Scopa
Independent director (Class I) of Aligos Therapeutics since 2021; age 66 as of April 28, 2025 . Background spans 30+ years across venture capital and healthcare investment banking: Managing Director at MPM Capital (2005–2017) and senior IB roles at Deutsche Banc Alex. Brown (Global Co-Head, Healthcare) and Thomas Weisel Partners (HC fund Investment Committee, Co-Director, Healthcare IB) . Education: A.B., M.B.A., and J.D. from Harvard College, Harvard Business School, and Harvard Law School, respectively . Determined independent by the Board under Nasdaq rules; Aligos states all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MPM Capital | Managing Director | May 2005–June 2017 | Led biotech venture investments; board seats on multiple portfolio companies |
| Deutsche Banc Alex. Brown | Managing Director; Global Co-Head, Healthcare Investment Banking | Prior 15 years (pre-2005) | Advised growth biopharma/medtech; capital markets/M&A |
| Thomas Weisel Partners | Co-Director, Healthcare Investment Banking; Investment Committee member (HC venture fund) | Prior 15 years (pre-2005) | Investment committee oversight; deal leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Neuron23, Inc. | Director | Current | Biotechnology board service |
| Adverum Biotechnologies, Inc. | Director | Current | Public biotech board |
| One Ventures | Investment Advisory Committee & Advisory Board | Current | Australian VC firm advisor |
| DICE Therapeutics | Director | Prior (sold to Eli Lilly) | Successful exit |
| Semma Therapeutics | Director | Prior (sold to Vertex) | Successful exit |
| True North Therapeutics | Director | Prior (sold to Bioverativ) | Successful exit |
| iPierian | Director | Prior (sold to BMS) | Successful exit |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert” and financially sophisticated; audit committee composed solely of independent directors .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq standards; audit committee members meet heightened independence requirements .
- Attendance and engagement: Board met 6 times in 2024; Audit 4; Compensation 7; Nominating 1; each director attended at least 75% of meetings of the Board and committees they served; all directors attended the 2024 annual meeting .
- Lead independent director: Carole Nuechterlein serves as lead independent director; presides over executive sessions of independent directors .
| Governance Item | Detail |
|---|---|
| Board class | Class I; term expires at 2027 annual meeting |
| Audit Committee | Chair (Scopa); members: Scopa, Hirth, Chavez |
| Compensation Committee | Members: Nuechterlein (Chair), Hirth, Martell |
| Nominating & Governance Committee | Members: Preston (Chair), Nuechterlein |
| Executive sessions | Regularly scheduled sessions of independent directors |
Fixed Compensation
| Component (Program) | Amount |
|---|---|
| Annual cash retainer (director) | $40,000 per year |
| Board Chair (non-executive) | +$30,000 per year |
| Audit Committee Chair | +$20,000 per year |
| Audit Committee member (non-chair) | +$7,500 per year |
| Compensation Committee Chair | +$12,000 per year |
| Compensation Committee member (non-chair) | +$6,000 per year |
| Nominating & Governance Chair | +$10,000 per year |
| Nominating & Governance member (non-chair) | +$5,000 per year |
| James Scopa – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | $58,750.00 |
| Option awards (grant-date fair value, ASC 718) | $16,984.10 |
| Total | $75,734.10 |
- 2024 director option holdings at year-end: 4,152 shares underlying options for Scopa .
- Program equity grants: Initial option 4,800 shares and annual option 2,400 shares (as of 2024); amended April 2025 to 11,720 initial and 5,860 annual for non-employee directors .
Performance Compensation
- No performance-based cash incentives disclosed for directors; director equity grants are standard time-based stock options under the Director Compensation Program .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Adverum Biotechnologies, Inc. |
| Venture/private boards and roles | Neuron23, Inc.; advisory roles at One Ventures |
| Interlocks/relationships | No disclosed overlapping directorships with Aligos’ customers/suppliers; Board nomination rights exist for Baker Brothers post-2025 PIPE, but not tied to Scopa; see investor Letter Agreement summary . |
| Related-party transactions | Participated in Aligos’ October 2023 PIPE: purchased 7,323 common shares and 3,661 common warrants for $149,999.91 total; warrants subject to 19.99% beneficial ownership cap . |
| Related-party review | Aligos has a written related-person transactions policy overseen by the Audit Committee (arm’s-length terms and materiality considered) . |
Expertise & Qualifications
- Harvard-trained lawyer and business executive (A.B., J.D., M.B.A.); deep healthcare IB and VC experience; multiple successful exits as board member, indicating transaction acumen and industry network .
- Audit committee financial expert designation and financial sophistication under SEC/Nasdaq rules, aligning with chair role in overseeing financial reporting and auditor independence .
Equity Ownership
| Component | Shares |
|---|---|
| Outstanding shares held directly | 7,323 |
| Options exercisable within 60 days | 1,752 |
| Common warrant (subject to 19.99% cap) | 3,662 |
| Total beneficial ownership | 12,737 (less than 1%) |
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, hedging, margin purchases, or pledging of company stock by directors and employees .
Governance Assessment
- Positives: Independent director with strong finance/biotech credentials; serving as Audit Chair with SEC-defined financial expertise; audit committee and wider board comprised of independent directors; clawback policy adopted per SEC/Nasdaq and awards under equity plans subject to recovery; independent compensation consultant engaged and assessed for conflicts .
- Engagement: Met attendance thresholds; Board and committees met regularly in 2024; all directors attended the annual meeting .
- Alignment: Holds equity via options and warrants; cash retainer exceeded equity grant value in 2024, indicating mixed cash/equity compensation typical for small-cap biotech boards .
- Potential red flags/dilution risk: Equity plan explicitly allows option/SAR repricing without stockholder approval; the company conducted a 2024 option exchange for employees/NEOs; elevated equity overhang (41.87% on March 31, 2025, 24.78% including pre-funded warrants), and material burn rate (7.18% ex-warrants in 2024) may raise dilution concerns; however, non-employee director grant cap is $1.5M/year and plan awards subject to clawback .
- Conflicts: Scopa’s participation in the 2023 PIPE is disclosed and subject to related-party review; warrants carry strict beneficial ownership limits; no disclosed business dealings with entities where he has current board roles that involve Aligos, mitigating ongoing conflict risk .
- Say-on-pay context: As an emerging growth company, Aligos does not hold advisory say-on-pay votes, reducing external feedback mechanisms on compensation governance .