Scott Jackson
About Scott Jackson
Scott Jackson, MBA, 60, is the independent Chairman of the Board at Mural Oncology plc (MURA) and has served on the board since November 2023. He is a former CEO of Celator Pharmaceuticals (acquired by Jazz Pharmaceuticals in 2016) and brings 30+ years of biopharma leadership across commercial development and operations; he holds a B.S. in Pharmacy (Philadelphia College of Pharmacy & Science) and an MBA (University of Notre Dame) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celator Pharmaceuticals (public; acquired by Jazz) | Chief Executive Officer and Director | Apr 2008–Jul 2016 | Led company to acquisition by Jazz Pharmaceuticals plc in 2016 |
| Celator Pharmaceuticals | Head of Commercial Development | Sep 2007–Apr 2008 | Built commercial development platform ahead of CEO role |
| Eli Lilly; SmithKline Beecham; ImClone; Centocor (J&J); Eximias; YM BioSciences | Senior commercial and development roles | Various | Progressive leadership in sales, marketing, commercial development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MacroGenics, Inc. (public) | Director | Jan 2017–Present | Audit Committee member |
| Spero Therapeutics, Inc. (public) | Director | Apr 2020–Present | Audit Committee member |
| GlycoMimetics, Inc. (public) | Director | Nov 2018–Feb 2025 | Former public biopharma board role |
| Philabundance (non-profit) | Director | Not disclosed | Regional food insecurity non-profit |
Board Governance
- Role: Independent Chairman of the Board; CEO role is separate (Chair: Scott Jackson; CEO: Caroline Loew), supporting independent oversight and board effectiveness .
- Independence: Board determined in Feb 2025 that all directors except the CEO are independent under Nasdaq and SEC rules; Scott Jackson is independent .
- Committees: Audit Committee member (2024) ; previously served on the Compensation Committee until September 2024 .
- Attendance and engagement: The board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings on which they served; all then-serving directors attended the 2024 AGM .
- Committee activity levels (2024): Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (2) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (board/committees; pro-rated) | $81,923 | Fees earned or paid in cash in 2024 |
| Director fee schedule (policy) | Board Member: $40,000; Board Chair add’l: $30,000; Audit Committee Member: $7,500; Compensation Committee Member: $6,000; Nominating & Governance Member: $5,000 | Fees are paid quarterly and pro-rated for actual service; chairs receive additional retainers equal to the listed chair amounts |
Performance Compensation
| Grant/Type | Grant Size | Fair Value (2024) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual non-employee director option | 8,462 options | $13,642 | Vests in full on earlier of first anniversary or next AGM (subject to service) | None disclosed (time-based vesting) |
Equity program design: Initial director grants equal to 0.09% of outstanding shares vest quarterly over 3 years; continuing annual grants equal to 0.05% vest by the earlier of first anniversary or next AGM; 10-year term; strike at grant-date fair market value .
Other Directorships & Interlocks
| Company | Overlap/Relationship to MURA | Potential Interlock/Conflict |
|---|---|---|
| MacroGenics (Director; Audit Committee) | No related-party transactions disclosed with Mural | None disclosed in proxy |
| Spero Therapeutics (Director; Audit Committee) | No related-party transactions disclosed with Mural | None disclosed in proxy |
| GlycoMimetics (Former Director to Feb 2025) | No related-party transactions disclosed with Mural | None disclosed in proxy |
- Related-party review: Audit Committee reviews and approves related-person transactions; proxy discloses arrangements primarily with Alkermes related to the 2023 separation; no transactions linked to Mr. Jackson or his outside boards are disclosed .
Expertise & Qualifications
- Board leadership: Independent Chair; extensive experience in governance and audit oversight (Audit Committee member) .
- Commercial leadership: 30+ years across top biopharma companies; led Celator to acquisition by Jazz .
- Financial oversight: Serves on audit committees at MacroGenics and Spero Therapeutics .
- Education: B.S. Pharmacy (Philadelphia College of Pharmacy & Science); MBA (University of Notre Dame) .
- Governance policies: Company maintains code of ethics, anti-hedging policy, and a compensation recovery (clawback) policy administered by the Compensation Committee .
Equity Ownership
| Ownership Item | Data |
|---|---|
| Beneficial ownership (as of Apr 4, 2025) | 15,973 shares (options exercisable within 60 days); <1% of outstanding |
| Options outstanding (12/31/2024) | 23,483 options outstanding (subject to vesting) |
| Shares pledged as collateral | No pledging disclosed in proxy; insider policy prohibits hedging and derivative transactions |
| Ownership guidelines | Not disclosed for directors in proxy |
Governance Assessment
-
Strengths
- Independent Chair structure with CEO/Chair separation; broad independent board composition (all but CEO independent) .
- Active committee participation; Audit member in 2024; prior Compensation Committee service through September 2024 .
- Board and committee engagement evidenced by meetings and >75% attendance across directors; full director attendance at 2024 AGM .
- Robust governance frameworks: Code of Ethics, anti-hedging policy, and an exchange-compliant clawback policy administered by the Compensation Committee .
- No related-party transactions tied to Mr. Jackson disclosed; related-party disclosures centered on Alkermes separation agreements .
-
Considerations / Watch items
- Multi-board service: concurrently on two other public company boards (MacroGenics, Spero) and their audit committees, which is a material time commitment to monitor, particularly alongside Chair duties at Mural .
- Director equity awards are time-based (not performance-conditioned); alignment relies on option value rather than explicit performance metrics .
- As an EGC and smaller reporting company, Mural is exempt from certain compensation disclosures and say-on-pay votes, limiting external feedback mechanisms versus larger issuers .
-
Compensation alignment snapshot (2024)
- Cash/equity mix skews toward cash for Mr. Jackson ($81,923 cash; $13,642 equity grant-date value), with equity delivered as standard annual options (8,462) vesting by next AGM—typical for early-stage biotech governance but without performance conditions .
-
Risk indicators
- No disclosures of hedging by directors; policy prohibits hedging and short sales .
- No red flags disclosed regarding related-party transactions, loans, or pledging by Mr. Jackson .
- Audit Committee oversight includes related-party review and cybersecurity/financial risk oversight .
Director Compensation (Detail)
| Year | Cash Fees | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $81,923 | $13,642 | $95,565 |
Board and Committee Activity (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 6 | Each director attended ≥75% of aggregate board and committee meetings; all then-serving directors attended the 2024 AGM |
| Audit Committee | 4 | Members: Minegishi (Chair), Cuss, Jackson |
| Compensation Committee | 4 | Members: Cuss (Chair), Golumbeski, Hickey; Jackson served until Sep 2024 |
| Nominating & Corporate Governance | 2 | Members: Golumbeski, Hickey (Chair), Minegishi |
Related-Party Exposure Summary
| Category | Disclosure |
|---|---|
| Director-related transactions (Scott Jackson) | None disclosed in proxy |
| Company-level related-party framework | Separation agreements with Alkermes (Separation, Transition Services, Tax Matters, Employee Matters) |
| Review process | Audit Committee reviews and approves related-person transactions |
Policies Relevant to Investor Alignment
- Anti-Hedging: Prohibits short sales, puts/calls, or other derivative transactions designed to hedge Mural equity exposure for directors and specified related persons .
- Clawback: Compensation Recovery Policy covering incentive compensation for Section 16 officers, consistent with SEC/NYSE/Nasdaq standards; administered by Compensation Committee .
- Indemnification: Constitution and indemnification agreements for directors (subject to Irish Companies Act limits) .
- EGC/Smaller Reporting Company: Reduced compensation disclosure obligations and not required to conduct say-on-pay; status may affect frequency/depth of shareholder feedback on pay .