Faheem Hasnain
Gossamer BioAbout Faheem Hasnain
Faheem Hasnain, 66, is Co‑Founder, Chairman, President and Chief Executive Officer of Gossamer Bio (CEO since November 16, 2020; Chairman since inception). He previously served as CEO from inception through July 2018 and as Executive Chairman from July 2018 through June 2019. He holds B.H.K. and B.Ed. degrees from the University of Windsor (Canada) and has led multiple biotech companies through value‑creating transactions, including the sale of Receptos to Celgene in 2015. Under his current tenure, 2024 corporate goals paid out at 95% of target, reflecting progress on Phase 3 seralutinib and the global Chiesi collaboration, while TSR over 2022–2024 declined to $8 on a hypothetical $100 investment, and net losses narrowed in 2024 as collaboration revenue commenced .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Receptos | President, CEO, Director | 2010–2015 | Led company to acquisition by Celgene (Aug 2015) |
| Facet Biotech | President, CEO, Director | Dec 2008–Apr 2010 | Company acquired by Abbott (Apr 2010) |
| PDL BioPharma | President, CEO, Director | Oct–Dec 2008 | Preceded Facet Biotech spin‑off |
| Biogen | EVP, Oncology/Rheumatology SBU lead | 2004–2008 | Senior operating leadership |
| Bristol‑Myers Squibb | President, Oncology Therapeutics Network | Not disclosed | Commercial leadership |
| GlaxoSmithKline (and predecessors) | Various | 14 years | Long‑tenure big pharma experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Aspen Neuroscience | Chairman, Director | Current | Private biotech board leadership |
| SENTE, Inc. | Chairman | Current | Private company |
| Sling Therapeutics, Inc. | Chairman | Current | Private company |
| Kura Oncology (NASDAQ: KURA) | Lead Independent Director | Current | Public company role |
| Prior boards (selected) | Chairman: Mirati, Ambit, Vital Therapies, Tocagen; Director: Aragon, Seragon, Pernix Sleep, Somaxon, Tercica | Past | Multiple exits/industry networks |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (paid) | $606,901 | $628,173 |
| Target bonus % of base | — | 55% |
| Annual bonus paid (Non‑equity Incentive) | $303,362 | $329,822 |
| Option awards grant‑date fair value | $1,185,725 | $1,043,438 |
Notes:
- 2024 annual base salary set at $631,237 per employment letter; SCT salary reflects cash paid during the year .
- Bonus targets for 2024 remained unchanged from 2023; CEO bonus is 100% corporate achievement‑based .
Performance Compensation
| Metric (2024 corporate goals) | Weight | Target | Actual | Payout contribution |
|---|---|---|---|---|
| PROSERA Phase 3 enrollment | 40% | Not disclosed | 87.5% | 35% |
| EMA PDCO PIP open‑label agreement | 10% | Not disclosed | 100% | 10% |
| FDA feedback on PH‑ILD Phase 3; EMA on track | 10% | Not disclosed | 100% | 10% |
| Commercial readiness gap plan | 5% | Not disclosed | 100% | 5% |
| Joint US commercial plan | 10% | Not disclosed | 100% | 10% |
| Global partnership execution (Chiesi) | 20% | Not disclosed | 100% | 20% |
| Global development plan under partnership | 5% | Not disclosed | 100% | 5% |
| Total | 100% | — | — | 95% |
Additional structure:
- CEO bonus weighting: 100% corporate; other NEOs 70% corporate plus individual .
- Long‑term equity is primarily stock options vesting over 4 years; RSUs not granted to NEOs since 2021 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,501,507 shares (3.7%) |
| Components | 5,528,366 shares owned (5,408,073 via family trust; 120,293 direct), 2,838,097 options exercisable within 60 days, 135,044 warrants |
| Shares outstanding (record date) | 227,221,261 (April 28, 2025) |
| Hedging/pledging | Prohibited for officers/directors under Insider Trading Policy |
| Ownership guidelines | Not disclosed for executives in proxy |
Key outstanding grants and vesting:
| Grant date | Instrument | Quantity | Exercise price | Vesting / conditions |
|---|---|---|---|---|
| Jan 2, 2024 | Stock option | 1,312,500 (unexercisable) | $0.97 | 4‑year: 25% at 1st anniversary; monthly thereafter |
| Nov 20, 2023 | Stock option | 118,489 exercisable; 319,011 unexercisable | $0.84 | Standard service vesting |
| May 5, 2023 | Performance stock option | 750,000 + 750,000 tranches | $1.36 | Price hurdles: 30‑day avg ≥$5.00 (50%); ≥$7.50 (25%); ≥$10.00 (25%) within 4 years; special post‑termination and CIC provisions apply |
| Dec 7, 2022 | Stock option | 362,092 exercisable; 182,408 unexercisable | $2.16 | 3‑year: 1/3 at 1st anniversary; monthly thereafter |
| Jan 6, 2022 | Stock option | 631,854 exercisable; 18,146 unexercisable | $11.94 | 3‑year schedule |
Employment Terms
| Provision | Pre‑CIC termination without cause / for good reason | CIC double‑trigger (within 12 months post‑CIC) |
|---|---|---|
| Cash severance | 12 months base salary | 18 months base salary |
| Bonus | Target bonus pro‑rated for YTD, paid in lump sum | Target annual bonus (full), lump sum |
| Health benefits | Company‑paid premiums up to 12 months | Company‑paid premiums up to 18 months |
| Equity vesting | Accelerates by 12 months of time‑based vesting | Full acceleration of unvested awards |
| Death/disability | Greater of 50% of unvested or 12 months of vesting accelerated | |
| Continued Board service | If he ceases as CEO but remains Chairman/Executive Chairman, awards continue to vest per original schedule (no acceleration) | |
| 280G | Better‑off cutback (no gross‑ups) | |
| Clawback | Dodd‑Frank/Nasdaq‑compliant policy for erroneously awarded incentive comp (adopted Oct 2, 2023 effective) | |
| Good reason / cause | Defined (material pay cut, material diminution, relocation >50 miles, board removal (other than cause), or company breach; cause includes dishonesty, felony, gross misconduct, unauthorized disclosure, willful breach, sustained failure) |
Board Governance
- Dual role: CEO and Chairman (Hasnain); Board has a Lead Independent Director (Thomas Daniel, M.D.) with defined responsibilities (exec sessions, agendas, governance, performance) to mitigate independence concerns .
- Independence: 6 of 7 directors are independent; Hasnain is not independent .
- Committees (all independent): Audit (Chair: Skye Drynan; members: Russell Cox, John Quisel), Compensation (Chair: Russell Cox; members: Thomas Daniel, Sandra Milligan), Nominating & Corporate Governance (Chair: Sandra Milligan; members: Thomas Daniel, Steven Nathan) .
- Meetings: Board met 6 times in 2024; each director attended ≥75% of meetings/committees served .
- Anti‑hedging/pledging: Prohibited for insiders .
- Say‑on‑Pay (2025 AGM): Approved (For: 125,358,485; Against: 3,769,651; Abstain: 472,930; Broker non‑votes: 47,116,188) .
Compensation Committee Analysis
- Consultant: Alpine Rewards; determined peer set and market positioning; assessed independence (no conflict) .
- Peer methodology: Biopharma peers $100–$800M market cap; 50–400 employees; Phase 2–3 stage; biotech hubs; company market cap ~38th percentile at selection .
- Target positioning: Base/total cash near 50th percentile; total annual equity value ~62nd percentile; discretion applied by committee .
- 2024 burn and overhang: See table below; equity remains a key retention lever .
Equity utilization trends (annual):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Equity burn rate (grants ÷ weighted avg shares) | 11.6% | 10.3% | 5.3% |
| Overhang (outstanding + available ÷ shares outstanding) | 17.7% | 9.4% | 14.1% |
Restated 2019 Plan (approved June 25, 2025): +11,350,000 shares (≈3.2% of fully‑diluted shares) added; evergreen extended to 2035; no single‑trigger CIC vesting; HOWEVER, administrator may reprice options/SARs without shareholder approval (red flag) .
Related Party Transactions
- Aaron Hasnain (son) serves as VP, Business Development & Alliance, salary $288,751/year; granted 268,875 options since Jan 1, 2024 (oversight via related party policy) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of initial $100 investment | $22 | $9 | $8 |
| Net Income (Loss) ($) | (229,378,000) | (179,817,000) | (56,528,000) |
| Revenue ($) | — | — | 114,701,000* |
| EBITDA ($) | (216,696,000)* | (172,152,000)* | (59,086,000)* |
*Values retrieved from S&P Global.
Context:
- 2024 topline reflects collaboration revenue commencement; operating losses narrowed materially versus 2022/2023 .
Compensation Structure Observations (signals)
- Cash vs equity mix: 2024 salary modestly up; bonus payout consistent with 95% corporate achievement; option grant value declined YoY; equity remains the predominant at‑risk component .
- Performance options: 2023 grant to CEO vests only on sustained price hurdles ($5/$7.5/$10) within 4 years – strong alignment, but could motivate risk‑seeking behavior near hurdles .
- Plan governance: Restated Plan permits option/SAR repricing without shareholder approval; options for other NEOs were repriced in 2023 (reputational risk) .
- Clawback: Dodd‑Frank/Nasdaq clawback adopted .
- Tax gross‑ups: Company states no post‑employment tax gross‑ups .
Director Service (Hasnain) and Dual‑Role Implications
- Class II Director (term to 2026 AGM); Chairman since inception; CEO since Nov 2020 .
- Not a member of audit/compensation/NCG committees (all independent) .
- Lead Independent Director structure with defined responsibilities helps mitigate CEO+Chair combination; board independence strong (6/7 independent) .
Investment Implications
- Alignment: CEO holds 3.7% beneficial ownership with substantial vested/unvested options; anti‑hedging/pledging policy strengthens alignment; 2023 performance options tie upside to sustained stock price thresholds .
- Retention: Double‑trigger CIC severance (18 months cash, full equity vest) is moderate for biotech; death/disability acceleration and continued vesting if he remains Chairman support continuity .
- Governance risks: Equity plan’s explicit allowance for repricing without shareholder approval and recent option repricing for other NEOs are red flags; related party employment of a family member requires ongoing audit oversight .
- Performance backdrop: While 2024 execution on Phase 3 and Chiesi collaboration supported 95% bonus payout, multi‑year TSR has been severely negative; improving losses in 2024 alongside collaboration revenue are positives but execution on pivotal readout remains the key driver .
Citations: All information above is drawn from Gossamer Bio’s 2025 DEF 14A and related SEC filings and company disclosures as cited. Values marked with an asterisk are retrieved from S&P Global.