Fred Hassan
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering‑Plough | Chairman & CEO | 2003–2009 | Led turnaround and portfolio stewardship |
| Pharmacia Corporation | Chairman & CEO | 2001–2003 | Led post‑merger integration (Monsanto + Pharmacia & Upjohn) |
| Pharmacia & Upjohn, Inc. | Chief Executive Officer | 1997–2001 (start: 1997) | Operational leadership |
| Bausch & Lomb | Chairman of the Board | 2010–2013 | Guided sale to Valeant |
| Valeant Pharmaceuticals | Director | 2013–2014 | Board oversight |
| Time Warner Inc. | Director | Oct 2009–Jun 2018 | Board service |
External Roles
| Organization | Role | Tenure | Public Ticker | Committees/Impact |
|---|---|---|---|---|
| Warburg Pincus LLC | Director | Since 2009 | Private | PE governance & strategic oversight |
| EyePoint Pharmaceuticals | Director | Since Sep 2024 | EYPT | Ophthalmology biotech board |
| Precigen, Inc. | Director | Since 2016 | PGEN | Synthetic biology governance |
| Cocrystal Pharma, Inc. | Director | Since Apr 2023 | COCP | Antiviral R&D oversight |
| Prometheus Biosciences | Director (prior) | May 2021–Jun 2023 | RXDX (acq. by Merck) | Pre‑acquisition governance |
| Amgen, Inc. | Director (prior) | Jul 2015–May 2021 | AMGN | Large‑cap pharma board |
| Avon Products | Director (prior) | 1999–2013 | N/A | Consumer 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
| Component | Policy / Amount | 2024 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
| Component | Grant Value | Instrument | Vesting | Term | Change‑of‑Control |
|---|---|---|---|---|---|
| Annual Equity Grant (2024) | $549,998 | Non‑statutory stock option | Three equal annual installments over 3 years | 10 years | Full accelerated vesting upon “sale event” under 2021 Plan |
| Initial Equity Grant (upon election) | $1,200,000 | Non‑statutory stock option | Three equal annual installments over 3 years | 10 years | Full 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
| Type | Detail |
|---|---|
| 5%+ holders context | KKR 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 service | Hassan’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
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 156,283 | <1% of outstanding shares |
| Composition | 19,300 common shares + 136,983 vested/exercisable options within 60 days of Apr 1, 2025 | Breakdown per footnote |
| Options outstanding (Dec 31, 2024) | 232,305 | Aggregate outstanding options count |
| Anti‑hedging/pledging | Company 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 .