Heather Mason
About Heather L. Mason
Heather L. Mason, 64, is Chairman of the Board at Assertio Holdings, Inc. and has served as a director since 2019; she was Interim CEO from January through May 2024 and also served in a separate interim executive officer role in June 2024 . Mason is a retired Abbott Laboratories senior executive, having served as EVP Abbott Nutrition (Apr 2015–Oct 2017), EVP Global Commercial Operations (Jun 2014–Apr 2015), and SVP Abbott Diabetes Care (May 2008–Jun 2014); she joined Abbott in 1990 after roles at Quaker Oats, FMC Corporation, and Commonwealth Edison . She holds a B.S.E. in Industrial Engineering from the University of Michigan and an MBA from the University of Chicago . Following her interim executive service, the Board confirmed she resumed “independent” director status under Nasdaq rules , and she currently serves as the independent Chairman, separate from the CEO role, consistent with Assertio’s governance guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assertio Holdings, Inc. | Chairman of the Board; Interim CEO | Director since 2019; Interim CEO Jan–May 2024; interim role Jun 2024 | Board leadership; separation of Chair/CEO enhances governance |
| Abbott Laboratories | EVP, Abbott Nutrition | Apr 2015–Oct 2017 | Senior P&L and operating leadership |
| Abbott Laboratories | EVP, Global Commercial Operations | Jun 2014–Apr 2015 | Global go-to-market leadership |
| Abbott Laboratories | SVP, Abbott Diabetes Care | May 2008–Jun 2014 | Business unit leadership |
| Abbott Laboratories | Various roles in U.S. pharma | Joined 1990 | Operational and strategic planning |
| Quaker Oats; FMC; Commonwealth Edison | Early career roles | Not disclosed | Industry/corporate experience |
External Roles
| Organization | Public/Private | Role | Committee Assignments |
|---|---|---|---|
| Convatec Group PLC | Public | Director | Audit Committee member |
| Immatics N.V. | Public | Director | Audit and Compensation Committees |
| Pendulum Therapeutics | Private | Director | Compensation Committee member |
| SCA Pharmaceuticals, LLC | Private | Chair | Chair role |
Board Governance
- Structure and leadership: Assertio separates CEO and Chairman; Mason serves as independent Chairman while Brendan O’Grady is CEO, enhancing Board independence .
- Committee assignments: Mason serves on Nominating & Corporate Governance; she is not listed on Audit or Compensation committees .
- Independence: Board determined Mason is independent under Nasdaq rules; she was not independent while Interim CEO but resumed independence after that service .
- Attendance: In 2024 the Board met nine times; Audit met five, Compensation five, Nominating six. Each director serving in 2024, other than Dr. Vacirca who resigned Nov 7, attended at least 75% of Board and relevant committee meetings; each then-current director attended the 2024 Annual Meeting .
- Director nomination/overboarding: Non-employee directors are limited to four other public company boards; Audit Committee members limited to three audit committees. All directors are in compliance; Mason currently serves on two other public boards (Convatec, Immatics) and does not serve on Assertio’s Audit Committee .
Fixed Compensation
| Component | 2024 Amount/Policy |
|---|---|
| Base salary (Interim CEO annualized) | $540,000 (during Jan 2–May 29, 2024) |
| Director cash fees earned (portion of 2024 when not an interim executive) | $48,505 |
| Director annualized cash retainer policy (non-employee directors) | $55,000 |
| Additional annual retainer for non-executive Chairman | $50,000 |
| Committee chair/member retainers (annualized) | Audit Chair $25,000; Audit Member $12,500; Compensation Chair $20,000; Compensation Member $10,000; Nominating Chair $15,000; Nominating Member $6,000 |
Note: Mason’s director fees and any director equity in 2024 were reported within the Summary Compensation Table due to her interim executive service and subsequent resumption of director compensation mid-year .
Performance Compensation
| Item | Detail |
|---|---|
| Actual bonus paid (2024) | $200,000, per offer letter for Interim CEO service; bonus based on agreed performance goals including search, hiring and integration of a new CEO |
| Option award (Interim Executive grant) | 550,000 options granted Jan 2, 2024; exercise price $1.14; comprised of performance-based and time-based components |
| Vesting details (Jan 2, 2024 grant) | Performance-based portion vested in full on Jun 28, 2024 (30 days after appointment of new CEO effective May 29, 2024); time-based portion vests 1/12 monthly over first 12 months after grant |
| Grant date fair value (Jan 2, 2024 options) | $551,980 |
| Prior option vesting | 3,821 options (granted May 10, 2023 at $7.55) vested in full on May 10, 2024 |
| Clawback policy | Company adopted clawback policy Oct 2, 2023; no recoupment required for 2024 |
Performance metrics framework (company-wide NEO bonus plan; Mason’s interim CEO bonus followed offer-letter goals):
- Corporate financial goals (50% weight): Net Product Sales, Operating Cash Flow, Adjusted EBITDA. 2024 actuals/payout calibration: Net Product Sales $120.8M (100% payout), Operating Cash Flow $26.4M (200%), Adjusted EBITDA $17.1M (0%) .
- Corporate business goals (50% weight): Product Performance (25% of overall Corporate Goals), Business Growth & R&D (15%), People/Culture/Compliance (10%); actual results 100%, 100%, and 92%, respectively; corporate payout multiplier set at 95% by the Compensation Committee .
| 2024 Corporate Financial Goal | Target Bands | Actual | Payout % |
|---|---|---|---|
| Net Product Sales ($M) | <108.8: 0%; 108.8: 50%; 120.8: 100%; 145.0: 200% | $120.8 | 100% |
| Operating Cash Flow ($M) | <19.3: 0%; 19.3: 50%; 21.4: 100%; 25.7: 200% | $26.4 | 200% |
| Adjusted EBITDA ($M) | <23.9: 0%; 23.9: 50%; 26.5: 100%; 31.8: 200% | $17.1 | 0% |
Mason’s $200,000 interim CEO bonus was governed by specific leadership transition objectives per her offer letter, not by the standard NEO corporate payout framework .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Convatec Group PLC | Medical devices/wound care | Director; Audit Committee | No Assertio-related transactions disclosed; different market focus |
| Immatics N.V. | Biotechnology (immunotherapy) | Director; Audit & Compensation Committees | No Assertio-related transactions disclosed; pipeline-stage biotech |
| Pendulum Therapeutics | Microbiome therapeutics (private) | Director; Compensation Committee | Private; no disclosed related-party transactions with Assertio |
| SCA Pharmaceuticals, LLC | Compounding (private) | Chair | Private; no disclosed related-party transactions with Assertio |
- Related-party transactions: Assertio’s 2025 proxy discloses no transactions since Jan 1, 2023 requiring related-party reporting, other than a management relative employed at Assertio not connected to Mason .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging Assertio stock under the insider trading policy .
Expertise & Qualifications
- Corporate and Executive Management; Operational and Strategic Planning; Corporate Leadership; Board and Committee experience .
- Education: B.S.E. Industrial Engineering (Univ. of Michigan); MBA (Univ. of Chicago) .
- Public company board experience across medtech and biotech (Convatec, Immatics), with audit/comp committee service .
Equity Ownership
| Holder | Shares Owned | Options/Convertible Exercisable ≤60 Days | % of Outstanding | Pledge Status |
|---|---|---|---|---|
| Heather L. Mason | 287,650 | 553,821 | <1% | No pledging noted; pledging prohibited by policy |
- Director stock ownership guideline: 3× annual Board cash retainer; directors have five years to comply; as of Dec 31, 2024, all non-employee directors were in compliance with achieving the guideline within the timeframe .
- Outstanding director awards: Mason held 553,821 options; zero RSUs as of Dec 31, 2024 .
Fixed vs Performance Compensation Mix (2024 snapshot as Interim Executive)
| Category | Amount |
|---|---|
| Salary | $316,774 (includes $48,505 director fees for non-exec periods) |
| Non-Equity Incentive (Bonus) | $200,000 |
| Option Awards (Grant Date Fair Value) | $551,980 |
| All Other Compensation | $9,230 |
| Total | $1,077,984 |
Compensation Structure Analysis
- Shift in pay mix reflects interim executive service: significant equity via options and a discrete leadership-transition bonus rather than standard NEO corporate scorecard; Mason had no long-term RSU grants in 2024 and no participation in Management Continuity Agreements (severance/CoC) .
- Equity award timing disclosure: Assertio provided details on option grants near 8-K disclosures, including Mason’s Jan 2, 2024 grant at $1.14 exercise price; company states no timing of awards to exploit MNPI; Mason’s grant comprised performance- and time-based components, with performance tranche vesting shortly after new CEO appointment .
- Clawback: Policy adopted Oct 2, 2023; no recoupment actions in 2024 .
Potential Conflicts & Related-Party Exposure
- No Assertio-related party transactions involving Mason disclosed for 2023–2024; directors and officers polled quarterly; Audit Committee oversees related-party policy .
- Overboarding and audit committee limits: Mason’s two other public boards are within Assertio’s limits (≤4 public boards; ≤3 audit committees) .
- Anti-hedging/pledging: Strict prohibitions reduce alignment risks .
Risk Indicators & RED FLAGS
- Independence interruption due to interim CEO service was temporary; independence formally resumed post-service per Nasdaq rules .
- Stockholder derivative lawsuits involving certain directors are referenced in the 10-K (Note 8); details not in the proxy—flag for monitoring but no specific findings tied to Mason in the proxy .
- No pledging or hedging of stock permitted; policy strengthens alignment .
- No disclosed related-party transactions tied to Mason; no compensation consultant conflicts (Pearl Meyer independence affirmed) .
Compensation Committee & Director Pay Framework (Context)
- Director pay policy: cash retainer $55,000; Chair retainer $50,000; equity grants typically RSUs and options valued $107,500 each, with vesting aligned to ~1-year term; new directors (Reisenauer, Stark) received RSU/option packages upon appointment .
- Executive/Director pay governance: Compensation Committee uses market data and a $2/share floor to manage dilution; burn rate and overhang tracked; stockholder authorization sought in 2025 to increase shares under the 2014 Plan by 8.2M to sustain competitive equity programs .
Governance Assessment
- Strengths: Independent Chair structure; clear committee roles; independence affirmed after interim service; attendance ≥75%; robust anti-hedging/pledging and clawback policies; stock ownership guidelines with documented compliance trajectory .
- Alignment: Mason’s meaningful option holdings and beneficial ownership support alignment; guideline requires 3× retainer; no pledging; option awards include performance triggers tied to leadership transition .
- Conflicts: Multiple external directorships in healthcare are within overboarding limits and no related-party transactions are disclosed; monitor for strategic interlocks but no specific exposures indicated in filings .
- Watch items: Reference to derivative lawsuits involving “certain directors” warrants ongoing diligence; details in 10-K Note 8 (not in proxy) .