Pascal Touchon
Atara BiotherapeuticsAbout Pascal Touchon
Pascal Touchon, D.V.M., 62, is chair of Atara’s Board since September 2024 and previously served as President & CEO and director from June 2019 to September 2024. He spent nearly 30 years in pharma with senior leadership roles at Novartis Oncology (Global Head Cell & Gene Therapies Oncology; prior Global Head Strategy/BD&L) and Servier SAS (Senior EVP; BD&L; Executive Committee). He holds a Doctorate in Veterinary Medicine (Paul Sabatier University), a DESS in Management (IAE Toulouse), and an MBA from INSEAD . He is not an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atara Biotherapeutics | President & CEO; Director | Jun 2019 – Sep 2024 | Led Atara through tab-cel progress; subsequently transitioned to Board chair |
| Novartis Oncology | Global Head Cell & Gene Therapies Oncology; member of Oncology Executive Committee | Aug 2015 – pre-Atara | Led CGT strategy/execution; prior Global Head Strategy, BD&L, Oncology |
| Servier SAS | Senior Executive Vice President; BD&L; Executive Committee | ~30 years prior to Novartis | Senior leadership, BD&L across countries and roles |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Ipsen SA | Director | Oct 2023 | Current public company directorship |
| Medincell | Director | Mar 2025 | Current public company directorship |
| Private biotech (unnamed) | Director | n/a | Current; prior boards at several biotech companies |
Board Governance
- Independence: The Board determined Dr. Touchon is not independent; a lead independent director (Dr. Gallagher) was designated when the chair is not independent .
- Leadership: Chair of the Board since September 2024; lead independent director liaises with CEO and presides over independent director sessions .
- Committees: Chairs the Research & Development Committee; not listed on Audit, Human Capital (Compensation), or Nominating & Corporate Governance .
- Attendance & Engagement: Board met 7 times in 2024; each member attended ≥75% of Board and committee meetings; non‑employee directors held 8 executive sessions in 2024 .
- Risk Oversight: Audit oversees financial/cyber risks; Nominating & Governance oversees governance and ERM; Human Capital monitors compensation risk; chair coordinates Board/management responses to risk issues .
- Stock Ownership Guidelines: Non‑employee directors: 3x (guideline multiple); reviewed annually to determine compliance; counts unvested RSUs at 70% FV and vested options at 70% intrinsic value; hedging/pledging is prohibited by policy .
- Compensation Committee practices: Human Capital Committee (all members independent) uses Pearl Meyer as independent consultant; peer benchmarking; clawback policy; anti-hedging/pledging; repricing of underwater options prohibited without shareholder approval .
Fixed Compensation
| Component | Terms/Amount | Period | Notes |
|---|---|---|---|
| Chair of Board Annual Retainer | $85,000 | Policy (current) | Annual cash retainer for Board chair |
| Director Annual Retainer (non‑chair) | $45,000 | Policy | Non‑chair retainer; Lead Director $75,000 |
| Committee Retainers (Chair) | Audit $20,000; Human Capital $15,000; Nominating $10,000 | Policy | R&D committee fee not specified for chairs; non‑chair R&D $5,000 |
| Committee Retainers (Non‑Chair) | Audit $10,000; Human Capital $7,500; Nominating $5,000; R&D $5,000 | Policy | Paid quarterly in arrears; pro‑rated for partial service |
| Director Fees Paid to Touchon | $27,880 | 2024 | Paid after resignation as CEO and appointment as chair |
| Consulting Fees | $23,000/month (12 months; Board may extend 6 months) | Sep 9, 2024 – 12 months | Transition & consulting agreement upon resignation; COBRA coverage 12 months |
| COBRA Value | $7,869 | 2024 | Part of “All Other Compensation” |
| Vacation Payout | $89,040 | 2024 | Part of “All Other Compensation” |
| CEO Base Salary (historic) | $503,633 | 2024 | As CEO through Sep 9, 2024 |
Performance Compensation
| Metric/Instrument | Details | Dates/Amounts | Vesting/Terms |
|---|---|---|---|
| Annual Bonus Target (CEO) | 65% of base salary; target $470,243 | 2024 | Corporate score 50%; Touchon forfeited 2024 annual bonus upon termination; received pro‑rated target bonus $326,050 per Transition Agreement |
| RSU Grant (CEO) | 51,200 RSUs | Jan 8, 2024 | RSUs vest quarterly; generally fully vested 3 years from grant, subject to service |
| Director Equity Policy (normal years) | Initial option grant FV $450,000; annual 1:1 options:RSUs FV $300,000; full vest at next AGM | Policy | Annual grants vest on next AGM; all director options vest in full upon change in control |
| Director Equity (2024 exception) | 150,000 RSUs to each then‑serving non‑employee director | Mar 2024 | In lieu of normal annual grant; vest in full at 2025 AGM; Touchon was CEO in Mar 2024, so not a recipient |
| Outstanding Equity (as of 12/31/2024) | See below for counts, strikes, expiries, market values | Time‑based vesting; change‑in‑control acceleration for certain awards per Transition Agreement |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Type | Exercisable Options (#) | Unexercisable Options (#) | Strike ($/sh) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 03/01/2022 | Options (2014 Plan) | 9,333 | 4,243 | 255.25 | 02/29/2032 | — | — |
| 03/01/2023 | Options (2014 Plan) | 17,047 | 12,177 | 97.75 | 02/28/2033 | — | — |
| 03/01/2021 | RSUs (2014 Plan) | — | — | — | — | 294 | 3,913 |
| 03/01/2022 | RSUs (2014 Plan) | — | — | — | — | 2,258 | 30,054 |
| 03/01/2023 | RSUs (2014 Plan) | — | — | — | — | 5,411 | 72,020 |
| 01/08/2024 | RSUs (2014 Plan) | — | — | — | — | 32,000 | 425,920 |
Vesting conventions: RSUs typically vest approximately quarterly; options typically vest monthly after an initial cliff, subject to continuous service .
Employment & Change‑of‑Control Terms
| Agreement | Date | Key Provisions |
|---|---|---|
| Transition, Separation & Consulting Agreement (superseded Employment Agreement) | Effective Sep 9, 2024 | 12‑month consulting at $23,000/month (extendable 6 months); pro‑rated portion of 2024 target bonus; COBRA 12 months; acceleration of certain equity awards on change of control |
| Executive Employment Agreement (historic) | May 2019 | If terminated without cause or resigns for good reason (non‑CIC): 12 months salary continuation; pro‑rated current year target bonus; prior year bonus; COBRA up to 12 months; 12‑month acceleration on time‑based equity. If within CIC window: 2x final base salary + 2x final target bonus over 24 months; COBRA up to 24 months; full acceleration of all time‑based equity |
Other Directorships & Interlocks
| Company | Relationship to ATRA | Potential Interlock/Conflict Notes |
|---|---|---|
| Ipsen SA (Director) | No disclosed transaction in proxy | External pharma role; no ATRA‑Ipsen transaction disclosed |
| Medincell (Director) | No disclosed transaction in proxy | External pharma role; no ATRA‑Medincell transaction disclosed |
| Adiumentum Capital/Board | Financing participation; Gregory A. Ciongoli appointed director concurrent with Sept 2024 offering | Related‑party transaction policy enforced; Adiumentum bought $7.5M of shares/warrant; Ciongoli waived non‑employee director compensation |
Expertise & Qualifications
- Deep pharma leadership in oncology, BD&L, and cell & gene therapies; executive leadership and M&A/transactions experience .
- Board skills matrix highlights strengths in Research & Development, Regulatory/Compliance, Public Company Governance, Executive Leadership, M&A/Transactions; Board tenure since 2019 .
Equity Ownership
| Holder | Shares Held Directly | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Pascal Touchon, D.V.M. | 38,392 | 31,853 | 70,245 | 1.2% |
- Shares outstanding used for calculation: 5,924,457 as of March 14, 2025 .
- Ownership calculation includes options/RSUs exercisable/settling within 60 days per SEC rules .
- Insider Trading Policy prohibits hedging and pledging of company stock by directors .
Fixed Compensation (Director Policy and Actuals)
| Item | Amount | Period/Action |
|---|---|---|
| Chair of the Board cash retainer | $85,000 annually | Policy |
| R&D Committee non‑chair retainer | $5,000 annually | Policy (chair stipend not specified) |
| Fees earned or paid in cash to Touchon (as director) | $27,880 | 2024 (post‑CEO resignation) |
Performance Compensation (Detailed Metrics)
| Metric | Target | Actual | Notes |
|---|---|---|---|
| CEO 2024 Bonus Target | 65% of base salary; $470,243 | Forfeited 2024 annual bonus; received pro‑rated portion of 2024 target bonus ($326,050) under Transition Agreement | Corporate score modifier for 2024 was 50%; forfeiture upon employment termination |
| 2024 RSU Grant (CEO) | 51,200 RSUs | Ongoing vesting | RSUs vest quarterly and generally fully vest after 3 years, subject to service |
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Jun 10, 2025 | Advisory vote on executive compensation | 2,979,311 | 43,445 | 13,284 | 1,497,684 |
| Jun 10, 2024 | Advisory vote on executive compensation | 63,970,487 | 6,810,564 | 350,321 | 24,841,883 |
- 2024 Equity Incentive Plan approved; automatic annual increase to the plan was not approved .
Related‑Party Transactions & Policies
- Related‑party transaction policy requires Audit Committee approval for transactions >$120,000 involving directors/officers/5% holders or their affiliates; review for terms no less favorable than arm’s length .
- Audit Committee is responsible for considering and approving/disapproving related‑party transactions .
- September 2024 registered offering: Adiumentum Capital purchased shares and a pre‑funded warrant; concurrent appointment of Gregory A. Ciongoli to Board; disclosure of arrangement and proceeds (~$36.0M) .
Governance Assessment
- Board effectiveness: Clear separation of CEO and chair roles post‑2024; presence of lead independent director mitigates non‑independence of chair and supports objective oversight .
- Independence/Conflicts: Touchon is not independent given recent CEO tenure and concurrent paid consulting arrangement ($23,000/month); while disclosed and structured via Transition Agreement, simultaneous chair and consultant roles may raise investor concerns about board objectivity and management influence. The lead independent director and committee independence are counter‑balancing features .
- Committee alignment: As R&D Committee chair, Touchon’s deep technical background aligns with oversight of R&D strategy; no Audit/Human Capital/Nominating roles reported, limiting compensation and financial oversight conflicts .
- Compensation structure signals: 2024 director grants were shifted to 100% RSUs and policy was suspended to grant 150,000 RSUs to then‑serving non‑employee directors—this reduced option risk but concentrated equity in RSUs; Touchon, then CEO, did not receive this director grant . Executive pay shows strong equity orientation and clawback, anti‑hedging/pledging provisions, supporting alignment .
- Ownership alignment: Touchon beneficially owns ~1.2% (including options exercisable within 60 days), and is subject to 3x director ownership guidelines; individual compliance status not disclosed, but annual reviews are conducted .
- Shareholder feedback: High say‑on‑pay approval in 2024 and 2025 indicates investor support for compensation practices; however, shareholders rejected automatic annual increases to the equity plan in 2024, signaling sensitivity to dilution and equity governance .
- Red Flags:
- Non‑independent chair with current consulting arrangement could be perceived as a conflict affecting board independence .
- Change‑in‑control accelerations and legacy severance multiples (historical employment agreement had 2x salary+bonus and full equity acceleration within CIC window; superseded for current arrangement) can be shareholder‑unfriendly if not tightly conditioned; current Transition Agreement retains change‑in‑control acceleration for certain equity .
- Large one‑time RSUs to non‑employee directors in 2024 (policy suspension) may draw investor scrutiny on equity usage and governance, although intended for alignment .
Attempted to retrieve recent Form 4 insider transactions for “Pascal Touchon” using the insider‑trades skill but received an authorization error; no additional Form 4 data are included beyond proxy-reported beneficial ownership.