Roger Hajjar
About Roger Hajjar
Roger Hajjar, M.D., age 60, joined Longeveron’s Board in July 2024 and is classified as an independent director. He is an internationally recognized cardiac gene therapy scientist, former Head of R&D at Ring Therapeutics, inaugural Director of the Gene and Cell Therapy Institute at Mass General Brigham, and co-founder of several biotechnology companies; he has authored over 500 publications. Education: B.S. in Biomedical Engineering (Johns Hopkins University) and M.D. (Harvard Medical School). As of April 21, 2025, he beneficially owned 4,000 Class A shares (<1%) of LGVN; tenure on the Board is under one year.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ring Therapeutics | Head of R&D | “Recently” (not specified) | Led R&D; gene therapy focus |
| Mass General Brigham – Gene and Cell Therapy Institute | Inaugural Director | Not specified | Scientific leadership; institute director |
| Flagship Pioneering | Co-founder/Builder of gene therapy companies | 2019–2022 | Involved in creation of multiple gene therapy companies |
| Multiple biotech companies | Co-founder | Not specified | Initiated clinical trials in gene therapy |
External Roles
| Organization | Role | Public/Private | Committees / Notes |
|---|---|---|---|
| Atamayo Therapeutics | Board member | Not disclosed as public | Current board service |
Board Governance
- Board class/term: Class III director; term ends at the 2027 annual meeting. Independent under Nasdaq and SEC standards.
- Committee assignments and chairs:
- Nominating & Corporate Governance Committee – Chair (members: Hajjar, Motwani, Ungaro; 4 meetings in 2024).
- Science & Strategy Committee – Chair (members: Hajjar, Hare, Kender; newly formed; 0 meetings in 2024).
- Board attendance: The Board met nine times in 2024; each director attended ≥75% of aggregate Board and applicable committee meetings during their service period. Two directors attended the 2024 annual meeting (virtual).
- Independence and leadership: Majority independent Board; combined Chair/CSO role; no Lead Independent Director; independent directors hold executive sessions without management.
- Insider trading policy: Prohibits hedging and pledging; pre-clearance required for designated insiders; blackout periods enforced.
Fixed Compensation
| Year | Cash Fees (Director) | Notes |
|---|---|---|
| 2024 | $29,375 | Includes prorated annual retainer and any chair/member fees per program below |
Director compensation program (structure, effective July 1, 2024 unless noted): annual cash retainer $45,000; Chair add-ons: Board Chair $20,000; Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $10,000; Science & Strategy $7,500; committee member retainers: Audit $8,000; Compensation $6,000; Nominating & Corporate Governance $5,500; Science & Strategy $5,000. First half of 2024 used lower retainers; directors eligible for annual equity grants (8,000 RSUs after annual meeting) and onboarding grants (16,000 RSUs for new directors in 2024). Directors may elect to convert cash fees to equity via Cash-to-Equity Program.
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting | Status at 12/31/2024 |
|---|---|---|---|---|---|
| RSU (onboarding) | 2024-07-01 | 16,000 | $26,880 | Subject to vesting requirements (schedule not detailed) | 14,667 unvested RSUs outstanding |
| Stock Options | — | — | — | No options granted to directors in 2024 | — |
Cash-to-Equity Program: Directors can elect to receive up to 80% of cash compensation in RSUs or stock options at a 125%–200% premium valuation, with RSUs fully vested at grant and options fully exercisable at issuance; awards subject to insider trading policy and plan limits.
Performance metrics: None disclosed for director equity; grants are time-based with service vesting.
Other Directorships & Interlocks
| Company | Role | Interlocks / Conflicts |
|---|---|---|
| Atamayo Therapeutics | Board member | No LGVN-related interlocks or transactions disclosed |
No related-party transactions involving Dr. Hajjar were disclosed in LGVN’s proxy.
Expertise & Qualifications
- Domain expertise: Cardiac gene therapy; methodologies for cardiac-directed gene transfer used globally; initiated multiple gene therapy clinical trials.
- Publications/Awards: 500+ publications; numerous awards for cardiac gene therapy achievements.
- Education: B.S. Biomedical Engineering (Johns Hopkins); M.D. (Harvard).
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power | Unvested RSUs | Pledged/Hedged |
|---|---|---|---|---|---|---|---|
| Roger Hajjar, M.D. | 4,000 | <1% | — | — | — | 14,667 | Hedging/pledging prohibited by policy; none disclosed |
Ownership guidelines: Not disclosed for directors; no pledging reported in beneficial ownership table.
Insider Trades
| Date Reported | Transaction Date | Form | Security | Quantity | Notes |
|---|---|---|---|---|---|
| 2024-08-07 | 2024-07-02 | Form 4 | RSU grant | 16,000 | Onboarding RSUs upon election to Board; filing listed among late reports exceptions |
Governance Assessment
- Positives
- Independent director with deep scientific credentials; chairs Nominating & Corporate Governance and Science & Strategy committees, signaling strong engagement in governance and R&D oversight.
- Board-wide prohibition on hedging/pledging enhances alignment; independent executive sessions provide oversight of CEO performance.
- Areas to monitor
- No Lead Independent Director; combined Chair/CSO structure may concentrate power despite committee oversight.
- Small personal share ownership (<1%) with most alignment via RSUs; assess continued equity accumulation to strengthen “skin-in-the-game.”
- Section 16(a) exception list includes his onboarding RSU filing, indicating administrative timeliness issues in 2024.
- Conflicts/related-party exposure
- No related-party transactions disclosed for Dr. Hajjar.
Overall, Dr. Hajjar presents strong scientific governance value and active committee leadership, with independence status clear; the lack of a Lead Independent Director and relatively low owned share count are investor scrutiny points, while policy-level hedging/pledging prohibitions and committee work support investor confidence.