Scott Morrison
About Scott W. Morrison
Scott W. Morrison, age 67, is an independent Class III director of IDEAYA Biosciences and has served on the board since July 2018. He was formerly a partner at Ernst & Young LLP (1996–2015), serving as U.S. Life Sciences Leader from 2002–2015; he holds a B.S. in Business Administration from UC Berkeley and is a Certified Public Accountant (inactive). He is the Audit Committee Chair and an SEC-defined “audit committee financial expert,” reflecting deep finance and life sciences credentials and board-level oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner | 1996–Dec 2015 | Led assurance/advisory work across life sciences |
| Ernst & Young LLP | U.S. Life Sciences Leader | 2002–Dec 2015 | Sector leadership; financial reporting and capital markets expertise |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Corvus Pharmaceuticals, Inc. | Director | Current | Not disclosed here |
| Vera Therapeutics, Inc. | Director | Current | Not disclosed here |
| Tarsus Pharmaceuticals | Director | Current | Not disclosed here |
| Zai Lab Limited | Director | Current | Not disclosed here |
Board Governance
- Class III director standing for re‑election at the June 24, 2025 annual meeting; current term expires at the 2025 annual meeting .
- Audit Committee Chair; members: Morrison (Chair), Jeffrey L. Stein, Ph.D., Wendy L. Yarno; Morrison designated audit committee financial expert with requisite Nasdaq financial sophistication .
- Member, Nominating & Corporate Governance Committee (Chair: Terry J. Rosen, Ph.D.; members include Morrison) .
- Independence: the board determined all directors other than CEO Yujiro Hata are independent under Nasdaq rules; independent directors meet in regularly scheduled executive sessions .
- Attendance: Board met 5x in 2024; Audit 4x, Compensation 5x, Nominating & Corporate Governance 2x; each director attended at least 75% of meetings of the Board and applicable committees; all directors attended the 2024 annual meeting .
- Leadership: Board chair is Terry J. Rosen, Ph.D.; Board retains flexibility to separate/ combine leadership roles and appoint a lead director if needed .
- Risk oversight: Board oversees strategic risk; Audit Committee oversees major financial risk, compliance, related-party transactions, and cybersecurity/data protection policies .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Standard non‑employee director retainer |
| Audit Committee Chair fee | 20,000 | Chair retainer for Audit Committee |
| Nominating & Corporate Governance Committee member fee | 5,000 | Member retainer |
| Total cash fees | 65,000 | Reported in director compensation table |
| Meeting fees | — | Not disclosed (no per‑meeting fees noted) |
| 2025 program update (effective Jan 1, 2025) | Retainer 45,000; Chair +35,000 | Board increased cash retainers to align with market practices |
Performance Compensation (Director Equity)
| Element | 2024 Details | Vesting Schedule |
|---|---|---|
| Option awards (grant-date fair value) | 407,668 | ASC 718 fair value; not amounts realized |
| Initial grant (upon board appointment) | 32,400 options | Vests in substantially equal monthly installments over 3 years, subject to service |
| Annual grant | 16,200 options | Vests on earlier of 1st anniversary of grant or next annual meeting, subject to service |
| Options outstanding (12/31/2024) | 92,746 | Shares underlying options outstanding as of FY-end |
Equity award design emphasizes long-term alignment; no disclosed director performance metrics (e.g., TSR gates) tied to director equity; vesting is service-based .
Other Directorships & Interlocks
| Company | Sector Overlap/Notes | Potential Interlock |
|---|---|---|
| Corvus Pharmaceuticals; Vera Therapeutics; Tarsus Pharmaceuticals; Zai Lab Limited | All are biopharmaceuticals; sector overlap warrants ongoing monitoring by Audit/Nominating committees for conflicts or related-party exposure | No related-party transactions disclosed with IDEAYA; Audit Committee pre-approves/oversees related-party matters |
Expertise & Qualifications
- Financial reporting, audit, and capital markets expertise; SEC “audit committee financial expert” .
- Life sciences industry leadership from EY; extensive public company board experience .
- Education: B.S., Business Administration, UC Berkeley; CPA (inactive) .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Options exercisable within 60 days | Mar 31, 2025 | 76,546 |
| Total beneficial ownership (incl. exercisable within 60 days) | Mar 31, 2025 | 76,546; <1% of shares outstanding |
| Shares pledged as collateral | Policy | Company prohibits pledging/hedging; no pledging disclosed in proxy |
| Section 16 compliance | FY 2024 | Company believes all directors complied with Section 16(a) filing requirements |
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair; designated audit committee financial expert—supports high-quality financial oversight .
- Strong attendance and engagement; Board and committees active; directors attended the 2024 annual meeting .
- Clear anti‑hedging/anti‑pledging policy, insider trading compliance policy, and clawback policy—positive alignment signals .
- No related-party transactions disclosed; Audit Committee monitors and approves any related-person transactions .
- Compensation governance utilizes an independent consultant (Aon) and a defined peer group for benchmarking—robust pay governance processes .
- Recent say‑on‑pay support at ~91% indicates broad shareholder endorsement of compensation practices (contextual investor sentiment) .
-
Potential risk indicators to monitor
- Multiple outside public boards (four) can increase time demands; the Nominating & Corporate Governance Committee explicitly considers director time commitments in nominations/refreshment—continue monitoring workload and potential conflicts .
- Sector overlap across biopharma boards necessitates ongoing oversight for possible interlocks or conflicts; IDEAYA’s policies and Audit Committee oversight mitigate risk; no such transactions disclosed .
- Equity awards are service‑based (no performance hurdles) for directors, which may reduce pay-for-performance linkage; however, equity mix still aligns long‑term interests .
Overall governance signal: positive. Independent audit leadership, strong compliance policies, and absence of related-party exposures support board effectiveness and investor confidence. Maintain vigilance on external board workload and sector overlaps; current oversight and policies appear adequate .