Scott Jackson
MACROGENICSAbout Scott Jackson
Scott Jackson, age 60, has served as an independent director of MacroGenics (MGNX) since January 2017. He previously was CEO and a director of Celator Pharmaceuticals from April 2008 until its acquisition by Jazz Pharmaceuticals in July 2016, and has 30+ years in biopharma across commercial and development roles at Eli Lilly, SmithKline Beecham, ImClone, Centocor (J&J), Eximias, and YM BioSciences. He holds a B.S. in Pharmacy (Philadelphia College of Pharmacy and Science) and an M.B.A. (University of Notre Dame) . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celator Pharmaceuticals, Inc. | Chief Executive Officer and Director | Apr 2008 – Jul 2016 | Led company through sale to Jazz Pharmaceuticals |
| Eli Lilly; SmithKline Beecham; ImClone; Centocor (J&J); Eximias; YM BioSciences | Commercial and development leadership roles | Not disclosed | Progressive sales/marketing/commercial development roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Spero Therapeutics, Inc. (public) | Director | Current | Audit Committee member |
| Mural Oncology plc (public) | Director | Current | Audit Committee member |
| GlycoMimetics, Inc. (public) | Director | Until Feb 2025 | Not disclosed |
| Philabundance (non-profit) | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; independent directors hold executive sessions; all committees are fully independent .
- Committees:
- Audit Committee member (current). 2025 members: Federica O’Brien (Chair), William Heiden, Scott Jackson, Meenu Chhabra Karson; all independent and financially literate; three designated “audit committee financial experts” (O’Brien, Chhabra Karson, Heiden) .
- Compensation governance history: Served as Chair of the Compensation Committee in 2023 (members: Jackson, Federica O’Brien, Jay Siegel) . In 2024, the Human Capital Management Committee (HCMC) membership included Jackson (members: Heiden, Jackson, Chhabra Karson, O’Brien, Siegel) with no interlocks or related-party issues disclosed .
- Attendance and engagement: In 2024 the Board met 13 times; Audit met 4; HCMC 7; Science & Tech 5; all then-current directors attended ≥75% of Board/committee meetings and all attended the 2024 Annual Meeting .
- Risk oversight: Audit oversees financial/cyber risk and related-party reviews; Nominating & Governance oversees ESG and governance; HCMC monitors compensation risk .
Fixed Compensation
Director cash retainers and committee fees are elective in cash or options; retainer $45,000; Chair premium $35,000 if applicable; committee member/Chair fees below. Committee fee schedule (2024) and updated (effective May 2025) shown for context .
| Committee | Member Annual Retainer ($) | Chair Additional Annual Retainer ($) |
|---|---|---|
| Audit | 10,000 | 20,000 |
| Compensation (2023) / Human Capital Mgmt (2025) | 7,500 / 7,500 | 15,000 / 15,000 |
| Nominating & Corporate Governance | 5,000 | 10,000 |
| Science & Technology | 7,500 (2023) ; 10,000 (2025) | 15,000 (2023) ; 20,000 (2025) |
Scott Jackson – Non-Employee Director Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,417 | 63,438 |
| Stock Awards ($) | 23,355 | 27,690 |
| Option Awards ($) | 68,854 | 60,443 |
| Total ($) | 167,626 | 151,571 |
Notes:
- Directors may elect to receive quarterly retainer/committee fees in options instead of cash; e.g., in 2024, director Meenu Chhabra Karson elected options in lieu of cash .
Performance Compensation
MGNX uses time-based equity for director alignment (no performance/TSR metrics disclosed for directors). Program parameters and Jackson’s 2023–2024 grants:
| Item | Detail |
|---|---|
| Annual Director RSU Grant | 6,500 RSUs granted May 21, 2024 (each non-employee director); grant-date FMV $4.26/share; vests after one year or day before next annual meeting . |
| Annual Director Option Grant | As of May 2024: 16,500 shares per Annual Option; vests 1/12 monthly over one year; strike = fair market value on grant date . |
| Initial Grants (on joining) | Initial Option 33,000 shares (May 2024 schedule); Initial RSU 13,000; vesting monthly for options (1/36) and annually for RSUs (over 3 years) . |
| Changes Effective May 2025 | Increased option sizes (Initial 44,000; Annual 22,000) and reduced RSUs (Initial 7,500; Annual 3,750) . |
Director-level equity awarded to Jackson in 2024 (proxy-reported values):
| Grant Type | Grant Date | Units/Terms | Grant-Date Value ($) |
|---|---|---|---|
| RSU | May 21, 2024 | 6,500 RSUs (time-based, 1-year vest) | 27,690 |
| Stock Options | 2024 (post-annual meeting) | Annual option; monthly vest over 12 months; strike at grant FMV | 60,443 |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| Spero Therapeutics, Inc. | Biopharma | Director | Audit Committee member |
| Mural Oncology plc | Biopharma | Director | Audit Committee member |
| GlycoMimetics, Inc. | Biopharma | Director (prior) | Not disclosed; departed Feb 2025 |
No related-party transactions requiring disclosure since Jan 1, 2023; Audit Committee reviews any related-person transactions per policy .
Expertise & Qualifications
- 30+ years in pharma/biotech across commercialization and development; prior CEO experience (Celator) with successful exit to Jazz .
- Education: B.S. Pharmacy; M.B.A. .
- Committee governance experience: Former Compensation Committee Chair (2023); Audit Committee member (current) .
Equity Ownership
Security ownership (as of Mar 24, 2025):
| Holder | Shares Owned | Shares Issuable within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Scott Jackson | 4,500 | 140,000 | 144,500 | <1% |
Outstanding equity awards (as of Dec 31, 2024):
| Category | Unvested Stock Awards (#) | Shares Subject to Outstanding Options (#) |
|---|---|---|
| Scott Jackson | 6,500 | 133,500 |
Ownership alignment policies:
- Stock ownership guideline for directors: value equal to 3x annual Board retainer; compliance required within five years of applicability .
- Anti-hedging and anti-pledging: Directors prohibited from hedging and from pledging company stock; pre-clearance and blackout policies in place .
Insider Trades (Form 4)
| Date (Transaction) | Filing Date | Form | Description |
|---|---|---|---|
| May 20, 2024 | May 22, 2024 | Form 4 | 4,500 RSUs vested and converted to common stock (board-approved RSUs from May 31, 2023; vested one day before 2024 annual meeting) . |
| May 20, 2025 | May 22, 2025 | Form 4 | Form 4 filed for transactions on May 20, 2025 (see EDGAR index) . |
Governance Assessment
- Committee assignments and effectiveness: Current Audit Committee service (with financially sophisticated membership and designated financial experts) supports robust oversight of financial reporting and cyber/legal compliance; prior Compensation Committee chair experience indicates depth in pay governance .
- Independence and attendance: Independent under Nasdaq; met attendance thresholds with full Board engagement in 2024, supporting investor confidence in governance rigor .
- Director compensation mix and alignment: 2024 compensation comprised $63.4k cash and $88.1k equity value (RSUs plus options), indicating a significant at-risk/equity component; 2025 program shifts toward options and smaller RSUs, increasing upside leverage while reducing guaranteed value .
- Related-party/conflicts: Company reports no related-person transactions since Jan 1, 2023; Audit Committee pre-approves any such items, mitigating conflict risk .
- Risk indicators and policies: Anti-hedging/anti-pledging and clawback policies (adopted Nov 2023) reduce misalignment and recovery risk if restatements occur .
- Shareholder feedback: 2025 Say-on-Pay advisory vote passed (For: 42,433,276; Against: 1,382,356; Abstain: 17,656; broker non-votes excluded), indicating broad support for compensation practices .
RED FLAGS: None disclosed relating to related-party transactions, attendance shortfalls, hedging/pledging, or compensation interlocks. Option-heavy equity structure and sector interlocks (multiple oncology/biotech boards) warrant routine monitoring for time commitments and potential information flow risks, though no specific conflicts are disclosed .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 42,433,276 | 1,382,356 | 17,656 | 8,171,555 |
Compensation Program Reference (for Directors)
| Element | Key Terms |
|---|---|
| Annual Retainer | $45,000; chair +$35,000 if non-employee |
| Committee Fees | Audit $10k/$20k (member/chair); HCMC $7.5k/$15k; N&CG $5k/$10k; S&T $10k/$20k (2025) |
| Equity Grants | Annual Option (16,500 shares as of May 2024; 22,000 as of May 2025) and Annual RSU (6,500 as of May 2024; 3,750 as of May 2025); Initial grants larger at onboarding |
| Vesting | Options: monthly (1/12 annual; 1/36 initial); RSUs: annual (3-year pro-rata for initial; 1-year for annual) |
| Payment Form | Cash or options election for retainers/fees; expenses reimbursed |
Notes on Board Structure and ESG Oversight
- Board and Committee activity cadence and risk oversight described in proxy; ESG oversight by Nominating & Corporate Governance; Science & Technology Committee reviews R&D and informs performance goal setting .
Citations:
- 2025 DEF 14A: independence, biography, committees, director pay, RSU/option schedules, stock ownership guidelines, attendance, related-party policy, beneficial ownership, burn rate/overhang .
- 2024 DEF 14A: director pay 2023, committee roles/Compensation Committee chair (Jackson), attendance 2023 context .
- 8-K Item 5.07 (May 22, 2025): voting results including Say-on-Pay .
- Form 4 (May 22, 2024 filing for 5/20/2024): RSU-to-common conversion of 4,500 shares .
- Form 4 EDGAR index (May 22, 2025 filing for 5/20/2025): presence of filing .