Scott Requadt
About Scott Requadt
Independent director since January 14, 2016; seasoned life-sciences investor/operator and former CEO of Talaris Therapeutics (Nov 2018–May 2023). Prior roles include Managing Director at Clarus (now Blackstone Life Sciences), Director of Business Development at TransForm Pharmaceuticals, and M&A attorney at Davis Polk & Wardwell. Education: B.Com (Economics & Finance) McGill (First Class Honors), LL.B (JD) University of Toronto, MBA Harvard Business School (Baker Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talaris Therapeutics, Inc. | Chief Executive Officer | Nov 2018 – May 2023 | Led public cell therapy company; executive oversight |
| Clarus Ventures (Blackstone Life Sciences) | Managing Director | Sep 2005 – Nov 2018 | Sourced/led investments across therapeutics/medtech/diagnostics |
| TransForm Pharmaceuticals, Inc. (acquired by J&J) | Director, Business Development | Pre-2005 (until acquisition) | BD leadership; deal execution |
| Davis Polk & Wardwell | M&A Attorney | Prior to TransForm | Advised PE/pharma/tech clients on transactions |
| Supreme Court of Canada | Law Clerk | Prior to legal practice | High court clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edev S.a.r.l.; Avrobio; VBI Vaccines; TyRx, Inc. | Director (prior) | Not disclosed | Prior board service (mix of public/private) |
| Tocagen Inc. | Director | Dec 2015 – 2020 | Public company board |
| Immune Design Corp. | Director | Mar 2014 – Jun 2019 | Public company board |
| Five Prime Therapeutics, Inc. | Director | Oct 2010 – Mar 2021 | Public company board |
| Oxford Immunotec; Catabasis; Link Medicine; Biolex | Director (prior) | Not disclosed | Earlier boards cited in historical filing |
Current public company directorships: None (reduces overboarding risk) .
Board Governance
- Independence: The Board comprises nine independent directors; Requadt is independent under Canadian securities laws and Nasdaq requirements .
- Committee assignments: Chair, Compensation Committee; not on Audit or Corporate Governance & Nomination .
- Attendance (FY ended Sep 30, 2024): Board 4/4; Compensation Committee 2/2 .
- Board structure and effectiveness:
- Independent Chair (Dr. Glickman) and quarterly meetings; independent director in-camera sessions held four times; in-camera sessions also after committee meetings .
- Overboarding policy: Non-CEO directors capped at 5 public company boards (case-by-case exceptions possible); Requadt currently serves on 0 other reporting issuers .
- Majority voting policy: Resignations required for nominees receiving more “withheld” than “for” votes in uncontested elections .
- Related party oversight: Related Person Transactions Policy requires pre-approval by disinterested CGNC members; no material director/officer interests in transactions affecting FY2024 disclosed .
Fixed Compensation
| Component | FY2024 Cash Paid to Requadt ($) | Program Detail (Annual Retainers) |
|---|---|---|
| Board retainer (Member) | 49,500 | $40,000 member; $70,000 Chair |
| Compensation Committee Chair fee | Included above | $12,000 Chair; $6,000 member |
| Audit Committee fees | N/A (not a member) | $18,500 Chair; $7,000 member |
| CG&N Committee fees | N/A (not a member) | $8,000 Chair; $4,000 member |
| Total Cash | 49,500 | Retainers as above |
Notes:
- FY2024 cash vs FY2023: Cash increased modestly (Requadt $47,000 → $49,500), consistent with program retainer increases (Board member $35,000 → $40,000; Chair $60,000 → $70,000; Audit Chair $15,000 → $18,500) .
Performance Compensation
| Item | Detail | Quantification |
|---|---|---|
| Annual director option grant (FY2024) | Standard annual grant of 25,000 options; Board members awarded 50,000 options in 2024 to accommodate prior unawarded annual grants | 50,000 options (time-vested; annual grants vest in full at next AGM) |
| Initial appointment grant | Options vest ratably over 36 months | Initial grants (no initial grants in 2024) |
| FY2024 option award value (ASC 718) | Aggregate grant-date fair value for director option awards | $451,888 (Requadt) |
| Options held (as of Sep 30, 2024) | Total director options outstanding | 156,000 (Requadt) |
| Options exercisable within 60 days of Record Date | Counted in beneficial ownership | 106,000 (Requadt) (footnote 14) |
No RSUs or performance-based equity for directors; director compensation excludes non-equity incentive plan pay and deferred comp .
Other Directorships & Interlocks
| Category | Current | Past |
|---|---|---|
| Public company boards | None | Tocagen (2015–2020), Immune Design (2014–2019), Five Prime (2010–2021) |
| Private/other boards | Not disclosed | Edev S.a.r.l., Avrobio, VBI Vaccines, TyRx; Oxford Immunotec; Catabasis; Link Medicine; Biolex |
| Potential interlocks/conflicts | None disclosed | Related Person Transactions Policy in place; no material related-party transactions affecting FY2024 |
Expertise & Qualifications
- Disciplines: Investment/transactional expertise (PE/VC, M&A), biopharma operating leadership; legal training (JD); finance/economics background .
- Compensation committee experience: Board notes Requadt (and Zweifach) have direct experience on compensation committees of other public companies, supporting committee effectiveness .
- Industry: 20+ years across pharma/biotech, medtech, diagnostics; deal-making and portfolio management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Scott Requadt | 136,002 | <1% | 30,002 common shares; 106,000 options exercisable within 60 days |
- Shares outstanding at Record Date (Jan 8, 2025): 44,388,550 .
- Anti-hedging/Speculation: Directors prohibited from short-selling, margin purchases, options transactions, or instruments designed to hedge declines; policy applies to all insiders .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
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Strengths:
- Independence and role: Independent director, Chair of Compensation Committee; 100% Board and committee attendance in FY2024 .
- Experience fit: Deep compensation/governance experience from other public boards; legal and investment background enhances oversight of pay and severance frameworks .
- Alignment: Meaningful option exposure (156,000 outstanding; FY2024 $451,888 grant-date value) aligns incentives with shareholder value. Company equity plan features clawbacks and double-trigger change-in-control vesting; no repricing without shareholder approval .
- Overboarding risk: Low—no current other reporting issuer boards; policy cap at ≤5 public boards .
-
Watch items:
- Option-heavy director pay: 2024 “catch-up” 50,000 options could expand equity overhang; monitor future annual grant sizing vs company dilution targets and plan run-rate .
- Prior affiliations: Extensive VC/biopharma network (Clarus/Blackstone, Talaris) warrants continued monitoring for potential related-party interactions; current proxy discloses no material related-party transactions for FY2024 .
-
Committee effectiveness signals (FY2024): Compensation Committee actions included market benchmarking, CEO goals/performance review, long-term incentive effectiveness review, and adoption of an executive severance plan replacing individualized agreements—indicative of structured, independent oversight under Requadt’s chairmanship .
Overall: Requadt’s independence, attendance, and compensation governance experience support board effectiveness and investor confidence; equity alignment is strong, with formal anti-hedging and clawback protections in place .