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Fred Hassan

Lead Independent Director at BridgeBio PharmaBridgeBio Pharma
Board

About Fred Hassan

Fred Hassan (age 79) is an Independent Director at BridgeBio Pharma and the Board’s Lead Independent Director since April 2025; he has served on the BridgeBio Board since August 2021. He holds a bachelor’s in chemical engineering from Imperial College London and an MBA from Harvard Business School, and previously served as Chairman & CEO of Schering‑Plough and Pharmacia/Pharmacia & Upjohn .

Past Roles

OrganizationRoleTenureCommittees/Impact
Schering‑PloughChairman & CEO2003–2009Led turnaround and portfolio stewardship
Pharmacia CorporationChairman & CEO2001–2003Led post‑merger integration (Monsanto + Pharmacia & Upjohn)
Pharmacia & Upjohn, Inc.Chief Executive Officer1997–2001 (start: 1997)Operational leadership
Bausch & LombChairman of the Board2010–2013Guided sale to Valeant
Valeant PharmaceuticalsDirector2013–2014Board oversight
Time Warner Inc.DirectorOct 2009–Jun 2018Board service

External Roles

OrganizationRoleTenurePublic TickerCommittees/Impact
Warburg Pincus LLCDirectorSince 2009PrivatePE governance & strategic oversight
EyePoint PharmaceuticalsDirectorSince Sep 2024EYPTOphthalmology biotech board
Precigen, Inc.DirectorSince 2016PGENSynthetic biology governance
Cocrystal Pharma, Inc.DirectorSince Apr 2023COCPAntiviral R&D oversight
Prometheus BiosciencesDirector (prior)May 2021–Jun 2023RXDX (acq. by Merck)Pre‑acquisition governance
Amgen, Inc.Director (prior)Jul 2015–May 2021AMGNLarge‑cap pharma board
Avon ProductsDirector (prior)1999–2013N/AConsumer board

Board Governance

  • Independence: The Board determined all directors except Kumar, Homcy, and McCormick are independent, which includes Hassan .
  • Lead Independent Director: Hassan serves as Lead Independent Director; Charles Homcy is Lead Director, creating dual independent leadership alongside the CEO .
  • Committees and roles: Hassan chairs the Compensation Committee and serves alongside Jennifer Cook, Ronald Daniels, and Ali Satvat (Cook joined March 2025) .
  • Attendance/Engagement: The Board met nine times in 2024; all directors then serving attended at least 75% of aggregate Board and committee meetings .
  • Compensation Committee activity: Four meetings in 2024; retained independent advisors (Compensia for 2024; Aon HCS from Sept 2024) after conflict‑of‑interest review per SEC/Nasdaq standards .
  • Say‑on‑Pay context: 93.6% approval in 2024, indicating shareholder support for the compensation framework overseen by the Committee .

Fixed Compensation

ComponentPolicy / Amount2024 Actual (Hassan)
Annual Cash Retainer$50,000 cash retainer for Outside Directors; no per‑meeting or committee fees $50,000; paid to HGN Services, LLC

Performance Compensation

ComponentGrant ValueInstrumentVestingTermChange‑of‑Control
Annual Equity Grant (2024)$549,998Non‑statutory stock optionThree equal annual installments over 3 years10 yearsFull accelerated vesting upon “sale event” under 2021 Plan
Initial Equity Grant (upon election)$1,200,000Non‑statutory stock optionThree equal annual installments over 3 years10 yearsFull accelerated vesting upon “sale event” under 2021 Plan

Notes

  • Exercise price equals closing price on grant date per policy .
  • Aggregate annual cap: Outside Director total compensation generally limited to $600,000 post‑initial year; $1,250,000 cap in any calendar year (policy cap) .
  • 2024 total director compensation for Hassan: $599,998 (cash $50,000 + option $549,998) .

Other Directorships & Interlocks

TypeDetail
5%+ holders contextKKR Genetic Disorder L.P. holds ~10.15%; Compensation Committee notes Satvat’s KKR affiliation; no Warburg Pincus ownership disclosure in BBIO’s 5% table .
Multi‑board serviceHassan’s concurrent service at PGEN, COCP, EYPT, and Warburg Pincus indicates extensive external commitments; monitor capacity/overboarding risk versus BBIO’s meeting load .

Expertise & Qualifications

  • Education: BSc Chemical Engineering (Imperial College London); MBA (Harvard Business School) .
  • Domain expertise: Global pharmaceutical leadership, large‑scale M&A/integration, board governance across healthcare and diversified industries .
  • Board qualifications: Compensation oversight experience; leadership as Lead Independent Director .

Equity Ownership

MetricAmountNotes
Shares beneficially owned156,283<1% of outstanding shares
Composition19,300 common shares + 136,983 vested/exercisable options within 60 days of Apr 1, 2025Breakdown per footnote
Options outstanding (Dec 31, 2024)232,305Aggregate outstanding options count
Anti‑hedging/pledgingCompany policy prohibits short‑sales, hedging, and pledging; clawback policy adopted Oct 2, 2023 (Comp Committee administration)

Governance Assessment

  • Strengths

    • Independent status and Lead Independent Director role support robust oversight and board effectiveness .
    • Compensation Committee chaired by Hassan, with verified independence and use of independent advisors (Compensia, Aon) after conflict checks; structured, policy‑driven director pay (modest cash + equity with vesting) .
    • Shareholder support: 93.6% say‑on‑pay approval in 2024, signaling investor confidence in compensation governance .
    • Attendance and engagement: Board met nine times in 2024; all directors attended at least 75% of applicable meetings .
  • Watch items

    • Multi‑board commitments: Concurrent external board roles (EYPT, PGEN, COCP) and Warburg Pincus directorship present potential capacity constraints; monitor for overboarding against BBIO’s meeting cadence and leadership demands .
    • Related‑party/payee designation: Cash retainers paid to HGN Services, LLC (Hassan’s entity) are disclosed; no related‑party transaction beyond payee routing, but continue monitoring “Certain Relationships” disclosures for any evolving exposure .
    • Equity concentration: Director compensation relies entirely on options with sale‑event acceleration; while alignment‑oriented, acceleration can raise optics if change‑of‑control occurs—mitigated by standard plan terms .
  • Red Flags

    • None disclosed specific to Hassan (no pledging/hedging, loans, or related‑party transactions identified for him). Note: Policy prohibits hedging/pledging; Committee independence affirmed; KKR affiliation noted for another director (Satvat) but not for Hassan .

Overall: Hassan’s governance profile combines deep pharma leadership, independent oversight, and active Compensation Committee stewardship with strong shareholder support. Capacity risk from multi‑board service is the key monitoring item for sustained effectiveness .