Scott Smith
About Scott Smith
Scott Smith (age 63) is a Class III director of BioAtla, Inc. (BCAB) and currently serves as CEO and a director of Viatris Inc.; he previously served as President of BioAtla from September 2018 to February 27, 2023, which causes him to be classified as a non‑independent director under Nasdaq rules due to recent employment . He has over 30 years of biopharma leadership experience, notably at Celgene where he rose to President & COO in 2017 and led the growth of the Inflammation & Immunology franchise including Otezla; his degrees include a BSc and HBSc from the University of Western Ontario and a Masters of International Business Management from the Thunderbird School of Global Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioAtla, Inc. | President | Sep 2018 – Feb 27, 2023 | Executive leadership; transition to director role; resignation date noted . |
| Celgene | VP Global Marketing I&I → Global Head I&I → President I&I → President & COO | Sep 2008 – Apr 2018 (President & COO in 2017) | Drove I&I division growth and oversaw clinical development/registration and commercial success of Otezla . |
| Biovail | GM Canada/US; VP & Head Global Commercial Ops | Jul 2003 – Aug 2008 | Led sales/marketing, commercial and BD strategy . |
| Pharmacia | Various leadership roles | Aug 1987 – 2003 | Commercial leadership pre‑Pfizer acquisition . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viatris Inc. | CEO and Director | Apr 1, 2023 – Present | Global healthcare leadership; board role . |
| Triumvira Immunologics | Director | Current | Board service; committee roles not disclosed . |
| Apexigen, Inc. | Director (prior) | Jul 2022 – Aug 2023 | Prior public board . |
| Titan Pharmaceuticals, Inc. | Director (prior) | Jan 2017 – Dec 2020 | Prior public board . |
| F‑Star Therapeutics, Inc. | Director (prior) | Aug 2018 – Nov 2020 | Prior public board . |
Board Governance
- Independence: The board has determined that all directors except CEO Jay Short and Scott Smith are independent; Scott Smith is therefore NOT independent due to recent employment with BioAtla .
- Committee memberships: Audit (Gray, McBrinn, Williams), Compensation (McBrinn, Moran, Steinman), Nominating & Governance (Steinman, Moran, Gray); Scott Smith is not listed as a member of any committee and holds no chair roles .
- Lead Independent Director: Lawrence Steinman serves as LID; presides over executive sessions and coordinates independent director activities .
- Meetings and attendance: In 2024, board met 4 times; audit 8; compensation 4; nom/gov 4. All directors attended at least 75% of meetings of the board and committees on which they served; directors attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $40,000 | Annual director cash retainer earned; no committee fees disclosed for Smith . |
| Equity grant (RSUs) – grant date | 16,500 RSUs | Granted June 13, 2024 under 2020 Equity Incentive Plan . |
| Equity grant – grant date fair value | $25,905 | Grant‑date fair value per proxy . |
| Total 2024 director compensation | $65,905 | Sum of cash + equity . |
Director Compensation Policy (amended and restated June 2024):
- Annual cash retainer: $40,000; Lead Independent Director retainer: $25,000; committee member retainers: Audit $7,500, Compensation $5,000, Nominating & Governance $4,000; committee chair retainers: Audit $15,000, Compensation $10,000, Nominating & Governance $8,000 .
- Directors are also eligible for equity awards under the 2020 Equity Incentive Plan .
Performance Compensation
| Equity Award Type | Grant Date | Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU (Director annual grant) | Jun 13, 2024 | 16,500 | Vests on the earlier of one‑year anniversary or day before next annual meeting, subject to continued service | None; time‑based vesting (no performance metrics) . |
Note: Directors did not receive option grants in 2024; RSUs are time‑based, not performance‑based .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks |
|---|---|---|---|
| Viatris Inc. | Public | CEO and Director | No related‑party transactions with BioAtla disclosed; potential commercial overlaps not disclosed in proxy . |
| Triumvira Immunologics | Private | Director | Not disclosed . |
| Prior public boards (Apexigen; Titan; F‑Star) | Public (prior) | Director | Historical roles; no current interlocks disclosed . |
Expertise & Qualifications
- Deep biopharma operating experience with emphasis on immunology; scaled Celgene’s I&I division globally and oversaw Otezla’s development/registration/commercial success .
- Senior commercial roles across Pharmacia, Biovail; current large‑cap CEO experience at Viatris adds global operational perspective .
- Academic credentials: BSc, HBSc in pharmacology/toxicology, and Masters in International Business Management .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 868,263 shares | As of April 21, 2025 . |
| Ownership % of outstanding | 1.47% | Based on 58,415,955 shares outstanding . |
| RSUs vesting within 60 days | 16,500 | Included in beneficial ownership per footnote (10). |
| Options exercisable within 60 days | 22,918 | Included in beneficial ownership per footnote (10). |
| Compliance with director ownership guidelines | In compliance | All non‑employee directors met guideline (3× annual cash retainer) as of FY2024 . |
| Hedging/pledging status | Prohibited by policy | Insider Trading Policy prohibits hedging/pledging for directors . |
Governance Assessment
- Independence: Not independent (recent BioAtla employment) — RED FLAG for board balance; increases need for strong Lead Independent Director and independent committee oversight .
- Committee engagement: Not serving on audit, compensation, or nom/gov committees; limits direct influence on key governance controls — neutral/slight negative for board effectiveness given non‑independence .
- Attendance: Met the ≥75% attendance threshold; mitigates engagement concerns .
- Compensation/Alignment: Modest cash retainer with RSUs; complies with robust stock ownership guidelines; alignment further supported by significant personal holdings and exercisable options .
- Conflicts/related‑party exposure: No Scott Smith–specific related‑party transactions disclosed; notable related‑party arrangements involve CEO Jay Short and Himalaya Therapeutics (not Smith) — no direct conflict flags for Smith in proxy .
- Board structure: Combined Chair/CEO; presence of Lead Independent Director overseeing executive sessions — important compensating control given Smith’s non‑independent status .
Overall signal: Smith brings heavyweight operating and commercialization expertise and sizable ownership, but his non‑independent status and lack of committee roles warrant close monitoring of independent oversight mechanisms and potential time‑commitment considerations given his Viatris CEO role; no direct conflicts disclosed in the proxy .